Copyright© Expandastand™ 2012
Resellers
Terms and Conditions
Reseller Distributor
Service level Agreement
This Reseller Agreement (the "Agreement") sets forth the terms and conditions on which you ("Reseller") will act as a reseller of certain products of Expandastand™ represented by Podd Display (Pty) Ltd, hereinafter referred to as ‘Sole Distributor’. This is a legally binding agreement between you and Podd Display (Pty) Ltd. By registering as an Expandastand™ reseller, you agree to be bound by the terms and conditions set forth in this Agreement. The "Effective Date" of this Agreement shall be the date on which you complete this reseller registration.
Definitions:
Agreement - Shall mean the Agreement between the parties stated above as contained in this document
Approved Logo - In this case would be the blue or grey scale Expandastand™ Logo with the wording “Reseller” as part of it. This would be available on the Official Website within the Reseller Login section.
Sole Distributor or Podd Display (Pty) Ltd - Sole Licensee of Expandastand™ in South Africa, namely Podd Display (Pty) Ltd, appointed by the Expandastand™ Global brand and copyright holder.
Appointer: This is a business that is either a National Distributor or Regional Distributor that has the right to appoint a Reseller.
National Distributor - A Distributor appointed by Podd Display (Pty) Ltd, that has operational branches or associated network branches around South Africa, (that act as regional distributors), who sell both to resellers and to end-users in accordance with the national distributor agreement.
Regional Distributor - A distributor appointed by the sole distributor, to sell Expandastand™ in accordance with to the regional distributor agreement who may sell to resellers or end-users within their appointed area or network.
Resellers - A business appointed by a regional distributor or the sole distributor, to sell Expanda-stand™ in accordance with the Resellers agreement to end-users and other third parties.
End users - Companies or individuals that purchase and use Expandstand™ products for their own use.
Region - shall mean the geographic area for which the reseller is appointed, namely within one of the official South African provinces where the reseller operates from.
Network - A specific network of business incorporated or associated with the regional distributor as defined above, this can be a network of associated business’, franchises or similar, as specified above.
Products - shall mean any products within the range of Expandastand™ as per pricelist Annexure C or the official website and as contained on the official website.
Initial Delivery Point – The single address that the sole distributor delivers the product to the reseller, any other point of delivery to reseller or end user will not be referred to.
Podd Display (Pty) Ltd – Sole licensee appointed to distribute Expandstand™ products throughout the Southern African region and continental Africa not including Nigeria and Namibia.
The Official Website - www.expandastand.info
Intellectual Property - All pictures and drawings of the product, product Logos, product design, all associated design, get-up and content of promotional material including but not limited to; brochures (email or print) and on the official website.
1. Appointment
1.1. The Reseller will be appointed by the Appointer or Sole Distributor. A Reseller is appointed based on the fact that that the Reseller will sell the product to their client / end user and not retain the product for their own use.
1.2. The Reseller shall be referred to as an “Approved Reseller ” within the region or network and will be promoted as such.
1.3. Once the appointment is terminated for whatever reason, you will not be entitled to deal with or in the Products any longer. All promotional or marketing material, that is hard copy, electronic material on flash stick, hard drive or CD, signage, stationary, or any other material visible to the public in this regard must be removed and / or deleted or returned within 30 days of written notice at the cost of the Reseller.
1.4. This appointment is valid as long as the conditions herein are adhered to or as long as the Appointer or Sole Distributor deems fit.
1.5. Podd Display (Pty) Ltd is the sole distributor for Southern Africa with rights to sell to National Distributors, Regional Distributors, Resellers and End Users governed strictly by our recommended pricing policy.
1.7. Resellers, National Distributors or regional Distributors may not sell products to any person or business outside of South Africa.
1.8. No communication with the international brand principle and copyright holder of Expandastand™ whatsoever is allowed.
1.9. An unlimited amount of Resellers can be appointed within each region.
1.10. Resellers may not appoint other resellers.
1.11. Once a reseller is approved. A password will be allocated to the appointed reseller to access branding and stock lists from the website. Resellers may not under any circumstances distribute the password to any individual, company, supplier or customer.
1.12. Intellectual Property is for the Reseller’s use only and may not be copied, or given to anyone else and is protected under copyright and trademark law.
1.13. It is recommended to offer end-users the discount structures as set out in the Price list that is available on the official website. However, resellers are not bound by the recommended pricing model and may set pricing as they see fit.
2. Design
2.1. You agree not to copy or reverse engineer the design of any of the products and/or to create anything confusingly similar, including; decompile, disassemble, modify, amend or ‘improve’ the product.
2.2. You may not copy the shape and the key features of its’ modularity, that is the ability to be both wall mountable, stackable and desk standing or any other key or functional feature.
2.3. You agree that you do not have any pending designs that are similar which you intend to manufacture in the near or distant future.
3. Corporate Identity and Trademark
3.1. By no means must it appear to a client that the Product is a product or division or business owned by the reseller or a product developed or owned by the reseller. The Expandastand™ brand must retain its’ own brand integrity.
3.2. The Expandastand™ trademark must be clearly acknowledged and not abused under any circumstances.
3.3. The CI (Corporate Identity) guidelines in using the approved logo within the CI – Annexure B must be strictly adhered to and will be updated from time to time on the internet on the official website.
3.4.The sole distributor is the appointed brand custodian for Expandastand™ global in Southern Africa. We reserve the right to update the CI, as we see fit without notice. The updated CI will always be available on the official website or made available as and when when required.
3.5. All intellectual property rights within South Africa vest exclusively with the sole distributor. Resellers, National or Regional Distributors do not acquire any rights or goodwill in such Intellectual property by virtue of signing this agreement or selling the product.
3.6. The trademark sign (“™”) must always appear on any documentation or material used by the reseller where “Expandastand™” is displayed including but not limited to invoices, quotations, websites, any promotional material, communication about the product, written or electronic.
3.7. No company, legal entity, department, division relating to the resellers, their directors, partners or employees can have Expandastand™ or any derivative as part of its’/their name.
3.8. No email address (user name), web domain can have “Expandastand™ as a derivative in the wording, for example: ”expandastand@joesigns.co.za” will not be allowed.
3.11. Resellers that have transgressed any of these terms will be obliged to recall marketing material at their own cost immediately at the request of the sole distributor. Failing which they will liable to pay costs incurred by the sole distributor to do so on your behalf. The sole distributor reserves the right to recover in addition any damages it may have or will suffer as a consequence of such transgression.
3.12. It is required that resellers send marketing material for approval to the sole distributor to check these guidelines are adhered to.
4. Marketing and Promotions
4.1. The sole distributor will list National Distributors, associated Regional Branches and it’s appointed Resellers on the official web site under the “where to buy” section of the website or may do so within any other promotional material from time to time.
4.2. Podd Display does not accept responsibility for any loss resulting in inaccurate information on the official website listing for resellers as referred to in section 1 and 2. Resellers must contact Podd Display within 48hrs of the listing if there are any faults and Podd Display will endeavour to correct the mistake to the best of their ability. Failing which, any information will be deemed to be accurate.
5. Pricing
5.1. Reseller will have the right to set pricing to end users as they see fit, although it is advisable to align to the recommended retail prices.
5.2. Prices are subject to change from time to time and may fluctuate with the exchange rate from time to time. Podd Display will endeavour to provide the Reseller 30 days notice of any change in pricing where possible. Should the Rand/Dollar exchange weaken dramatically, we may be forced to institute immediate price increases.
5.3. Podd Display will only sell products to its’ registered resellers and end-users at these recommended prices and not below.
5.4. Prices do not include transportation or delivery from origin of order.
5.5. Standard lead time is 2-3 working days from receipt of official purchase order. If Podd Display does not have stock, the lead time would be a minimum of 8 weeks. If a shorter lead time is required, Podd Display reserves the right to add a premium to the price to expedite freighting of the product, depending on the lead time required. Podd Display cannot guarantee the lead times in these cases.
5.6. Stock is limited and subject to availability. It is recommended that resellers check stock and price before quoting large quantities and where possible to keep their own stock.
5.7 Podd Display will endeavour to keep stock levels on the website as up-to-date as possible. However it is recommended to cofirm stock availability with one of our agents or your direct supplier before committing to your client.
6. Agreement
6.1. Podd Display has a right to revoke the reselling rights of products at any time for any reason.
6.2. If the agreement is contravened by the reseller, or Podd Display revokes the distributing right, the company must terminate forthwith any and all communications indicating or intimating that it is a reseller of the Product.
7. Quality and Liability
7.1. The following items will only apply if Podd Display is the registered distributor for the reseller;
7.1.1. Podd Display warrants to replace any product that is reported damaged or does not meet the specification provided Podd Display has been notified in writing within 24 hours of receipt of the goods and provided the goods were purchased directly from Podd Display.
7.1.2 Podd Display cannot be held accountable for damaged products supplied by one of its’ accredited distributors, National or Regional. However, Podd Display will attempt to facilitate any complaints not satisfactorily handled by our distributors.
7.1.3. Neither party will be liable for the negligent acts or omissions of the other and indemnify and hold harmless each other accordingly.
7.1.4. No responsibilities will be taken for any indirect or consequential loss or damage whatsoever and howsoever arising. However if it is due to any damage as above, Podd Display will reimburse the Reseller the price it paid for the Product only.
8. Confidentiality
8.1. Each Party acknowledges and agrees that all material and information which has or will come into its possession or knowledge in connection with the agreement, or the performance hereof, consists of confidential and proprietary data, whose disclosure to or use by third parties that may be damaging to both parties.
8.2. The Parties, therefore, agree to hold such material and information in strictest confidence, not to make use thereof other than for the performance of the agreement, to release it only to employees reasonably requiring such information, and not to release or disclose it to any other party, unless so required by law or in terms of agreement between the parties in writing.
8.3. Confidential and proprietary information is not meant to include any information which, at the time of disclosure, is generally known by the public and any competitors of either Party.
8.4. The Parties’ obligations of confidentiality under the agreement will survive the termination of the agreement for any reason.
9. Breach
9.1. Should either party commit any breach of the agreement, the other party shall be entitled to terminate the agreement only if such breach constitutes a material breach. A breach shall be deemed not to be a material breach if:
9.1.1. it is capable of being remedied within a reasonable time and is so remedied within 14 (fourteen) days of receipt of written notice calling upon the defaulting party to do so, or alternatively,
9.1.2. it is incapable of being remedied or is not remedied within the period set out in 1.3 above, if payment in money will compensate for such breach and such payment is made within 14 (fourteen) days after receipt of written request for such payment.
9.2. Subject to the provisions of 11.1 above, if a party commits a material breach of the agreement and fails to remedy such breach within 14 (fourteen) days of receipt of written notice requiring the breach to be remedied, then the aggrieved party shall be entitled, at its option, either to cancel the agreement and claim damages or alternatively to claim specific performance of all the defaulting party’s obligations, together with damages, if any, whether or not such obligations have fallen due for performance.
10. Legal Costs
10.1. All legal costs as between attorney and his own client, charges and disbursements and fees of a like nature, incurred by either party in successfully enforcing or defending any of the provisions of the agreement, or any claim there under, shall be for the account of the other party and be payable on demand.
10.2. Each party will be liable for its own costs pertaining to the negotiation and drafting of the agreement.
11. Cession and Assignment
11.1. No part of the Agreement may be ceded, assigned, transferred or made over by either party without having secured the prior written consent of the other party.
12. Law And Jurisdiction
12.1. The parties hereby consent and submit to the law of the Republic of South Africa and the jurisdiction of the Magistrate’s Court having jurisdiction over its person in respect of all proceedings connected with this Agreement, notwithstanding that the amount claimed or the value of the matter in dispute exceeds such jurisdiction, provided that a party shall not be obliged to institute action in the Magistrate’s Court.
12.2. Notwithstanding the provisions of the above, any party shall be entitled to institute all or any proceedings against the other party in connection with this Agreement in the High Court of South Africa (Witwatersrand Local Division) and the parties hereby consent and submit to the jurisdiction of that Court.
13. Dispute
13.1. Any and all dispute arising out of or in connection with the Agreement including any question regarding its existence, validity or termination, shall be dealt with as follows:
13.1.1. Firstly the manager director or equivalent of either party will meet within 5 (five) working days of the dispute arising in an attempt to resolve the mater amicably.
13.1.2. Failing such amicable resolution of the dispute within 5 (five) days of their meeting, they will attempt to resolve the matter by mediation – the mediator will be an independent third party mutually agreed upon and, failing such mutual Agreement, a party appointed as a mediator by the Arbitration Foundation of South Africa (‘AFSA’), which mediator must be appointed within 5 (five) days of their failing to resolve the matter amicably and the mediation itself must take place with a further 5 (five) days from the date the mediator is appointed.
13.1.3. Failing such amicable resolution of the dispute by the intervention of a mediator, the dispute must be referred to arbitration in Johannesburg within two (two) days of the failure to resolve the dispute by the intervention of a mediator, which referral must be delivered in writing to and be conducted in terms of the rules of AFSA for the time being in force which rules are deemed to be incorporated by reference into this clause.
13.1.4. The tribunal shall consist of one (1) arbitrator to be appointed pursuant to the AFSA Rules.
13.1.5. The arbitrator’s decision shall be final and binding upon the parties and shall provide the sole and exclusive remedies of the parties. All judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award or orders of enforcement.
13.1.6. The commencement of any arbitration proceedings under this Clause shall in no way affect the continual performance of the obligations relates to the subject matter of such proceedings.
13.2. All arbitration proceedings shall be in the English Language.
13.3. Notwithstanding the provisions of the above clause either party may bring an urgent application to any court that has jurisdiction if circumstances arise that merit such an application
14. Waiver
14.1. No indulgence, extension of time, waiver or relaxation of any of the trading terms and conditions granted by a Party or a failure to enforce any provision of the Agreement shall constitute a waiver of any of that Party’s rights under the Agreement.
14.2. Accordingly that Party shall not be precluded from, as a consequence of having granted such indulgence, extension of time, waiver or relaxation, exercising any rights against the other which may have arisen in the past or which may arise in the future.
14.3. Furthermore no waiver of a subsequent breach nullifies the effectiveness of the provision itself.
15. Entire Agreement
15.1. The Agreement constitutes the entire agreement between the parties with regard to the matters dealt with herein and and supersedes all proposals, oral and written, between the Parties on this subject.
15.2. No representations, terms, conditions or warranties express or implied not contained in the Agreement shall be binding on the parties.
15.3. No agreement varying, adding to, deleting from or cancelling the Agreement, and no waiver whether specifically, implicitly or by conduct of any right to enforce any term of the Agreement, shall be effective unless reduced to writing and signed by or on behalf of the parties.
15.4. The Parties undertake at all times to act in good faith and to do all such things, perform all such actions and take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and import of the Agreement.
16. Force Majeure
16.1. Neither Party shall be liable for any loss suffered by the other Party arising out of delay in or prevention of performance of that party’s obligations in terms of the Agreement if such delay or loss is directly or indirectly caused vis major and force majeure or by an event beyond that party’s control, provided that:
16.1.1. The onus is on the Party alleging the occurrence of such an event to immediately notify the other Party of such event in writing;
16.1.2. The Party delayed or prevented from performing its obligations by the occurrence of such an event shall do everything that could reasonably be expected of it in order to remedy the situation;
16.1.3. If the delay in performance of any obligation exceeds 10 (ten) Business Days, the Parties will meet and endeavour to find an alternative means of performing the obligations in question. If the Parties fail to agree on such an alternative within a further 10 (ten) day period either Party shall be entitled to terminate or suspend the Agreement forthwith, upon written notice to the other party. During such period of suspension no obligations will arise.
16.2. For the purposes hereof vis major and force majeure include acts or omissions of any government, government agency, provincial or local authority or similar authority, any laws or regulations having the force of law, civil strife, riots, insurrection, sabotage, acts of war or public enemy, illegal strikes, interruption of transport, lockouts, combination of workmen, rationing of supplies, flood, storm, fire or (without limitation eiusdem generis) any other circumstances beyond the reasonable control of the Party claiming force majeure or vis major and comprehended in the terms force majeure or vis major.
17. Termination
17.1. Upon termination for any reason the following will apply:
17.2. The Parties undertake to carry out all its respective obligations in terms of the Agreement pertaining to work in progress in such a manner that the latter is completed;
17.3. The Parties undertake to return to each other the proprietary and confidential documents (identified as such in the Confidentiality Agreement) of the other.
17.4. Removal of any Intellectual property would be needed by the Reseller, as laid out in section Clause 5.3.
18. General
18.1. Any invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity of any other of its provisions.
18.2. In the event that there is any conflict between the terms and conditions contained in each of the Schedules attached hereto, the terms and conditions contained in the main body of this Agreement shall prevail.
19. Packing
19.1. Podd Display shall, at its expense, pack all Accessories in accordance with Company’s standard packing procedure which shall be suitable to permit shipment of the products to the territory;
20. Delivery: Title And Risk Of Loss (Accessories)
20.1. All deliveries of products sold by Podd Display to distributor or reseller pursuant to this agreement shall be made F.O.B. the initial delivery point, and title to and risk of loss of products shall pass from Podd Display to distributor or reseller at this initial delivery point
21. Payment Terms
21.1. Orders below R5000 will be COD, orders above this value require payment of 50% on order and 50% on delivery of goods if dealing with Podd Display.
22. Addresses For Service
22.1. The Parties hereby select the address respectively set out opposite their names below as its address at which all notices, legal processes and other communications must be delivered to it for the purposes of the agreement.
Podd Display :
Physical; 114 Remstang Rd, Stormill Ext 3, Roodepoort
POSTAL: PO Box 14526, Farrarmere, 1518
Tel: 011 474 3932
Fax No.086 660 6911
Reseller: As per the online application form.
22.2. Any notice or communication required or permitted to be given in terms of the agreement will be valid and effective only if in writing and delivered by hand or by post or telefax.
22.3. Either Party may by written notice to the other party change its chosen address to another physical address, provided that the change will become effective on the fourteenth (14th) business day after receipt of the notice by the addressee.
22.4. Any notice sent to a party and contained in a correctly addressed envelope and –
22.4.1. sent by prepaid registered post to it at its chosen address shall be deemed to have been received, unless the contrary is proved, on the fourteenth (14th) business day after posting; or
22.4.2. delivered by hand to a responsible person during ordinary business hours at its chosen address will be deemed, unless the contrary is proved, to have been received on the day of delivery.
24.3 Any notice sent by telefax to a party at its telefax number will be deemed, unless the contrary is proved, to have been received within two (2) hours of transmission where it is transmitted during normal business hours or within twelve (12) hours of the first (1st) business day after it is transmitted outside those business hours.
25 Signed Agreement:
25.2 This agreement is signed and endorsed by Sandro Corrado – Managing Director of Podd Display (Pty) Ltd.
Reseller Distributor
Service level Agreement
This Reseller Agreement (the "Agreement") sets forth the terms and conditions on which you ("Reseller") will act as a reseller of certain products of Expandastand™ represented by Podd Display (Pty) Ltd, hereinafter referred to as ‘Sole Distributor’. This is a legally binding agreement between you and Podd Display (Pty) Ltd. By registering as an Expandastand™ reseller, you agree to be bound by the terms and conditions set forth in this Agreement. The "Effective Date" of this Agreement shall be the date on which you complete this reseller registration.
Definitions:
Agreement - Shall mean the Agreement between the parties stated above as contained in this document
Approved Logo - In this case would be the blue or grey scale Expandastand™ Logo with the wording “Reseller” as part of it. This would be available on the Official Website within the Reseller Login section.
Sole Distributor or Podd Display (Pty) Ltd - Sole Licensee of Expandastand™ in South Africa, namely Podd Display (Pty) Ltd, appointed by the Expandastand™ Global brand and copyright holder.
Appointer: This is a business that is either a National Distributor or Regional Distributor that has the right to appoint a Reseller.
National Distributor - A Distributor appointed by Podd Display (Pty) Ltd, that has operational branches or associated network branches around South Africa, (that act as regional distributors), who sell both to resellers and to end-users in accordance with the national distributor agreement.
Regional Distributor - A distributor appointed by the sole distributor, to sell Expandastand™ in accordance with to the regional distributor agreement who may sell to resellers or end-users within their appointed area or network.
Resellers - A business appointed by a regional distributor or the sole distributor, to sell Expanda-stand™ in accordance with the Resellers agreement to end-users and other third parties.
End users - Companies or individuals that purchase and use Expandstand™ products for their own use.
Region - shall mean the geographic area for which the reseller is appointed, namely within one of the official South African provinces where the reseller operates from.
Network - A specific network of business incorporated or associated with the regional distributor as defined above, this can be a network of associated business’, franchises or similar, as specified above.
Products - shall mean any products within the range of Expandastand™ as per pricelist Annexure C or the official website and as contained on the official website.
Initial Delivery Point – The single address that the sole distributor delivers the product to the reseller, any other point of delivery to reseller or end user will not be referred to.
Podd Display (Pty) Ltd – Sole licensee appointed to distribute Expandstand™ products throughout the Southern African region and continental Africa not including Nigeria and Namibia.
The Official Website - www.expandastand.info
Intellectual Property - All pictures and drawings of the product, product Logos, product design, all associated design, get-up and content of promotional material including but not limited to; brochures (email or print) and on the official website.
1. Appointment
1.1. The Reseller will be appointed by the Appointer or Sole Distributor. A Reseller is appointed based on the fact that that the Reseller will sell the product to their client / end user and not retain the product for their own use.
1.2. The Reseller shall be referred to as an “Approved Reseller ” within the region or network and will be promoted as such.
1.3. Once the appointment is terminated for whatever reason, you will not be entitled to deal with or in the Products any longer. All promotional or marketing material, that is hard copy, electronic material on flash stick, hard drive or CD, signage, stationary, or any other material visible to the public in this regard must be removed and / or deleted or returned within 30 days of written notice at the cost of the Reseller.
1.4. This appointment is valid as long as the conditions herein are adhered to or as long as the Appointer or Sole Distributor deems fit.
1.5. Podd Display (Pty) Ltd is the sole distributor for Southern Africa with rights to sell to National Distributors, Regional Distributors, Resellers and End Users governed strictly by our recommended pricing policy.
1.7. Resellers, National Distributors or regional Distributors may not sell products to any person or business outside of South Africa.
1.8. No communication with the international brand principle and copyright holder of Expandastand™ whatsoever is allowed.
1.9. An unlimited amount of Resellers can be appointed within each region.
1.10. Resellers may not appoint other resellers.
1.11. Once a reseller is approved. A password will be allocated to the appointed reseller to access branding and stock lists from the website. Resellers may not under any circumstances distribute the password to any individual, company, supplier or customer.
1.12. Intellectual Property is for the Reseller’s use only and may not be copied, or given to anyone else and is protected under copyright and trademark law.
1.13. It is recommended to offer end-users the discount structures as set out in the Price list that is available on the official website. However, resellers are not bound by the recommended pricing model and may set pricing as they see fit.
2. Design
2.1. You agree not to copy or reverse engineer the design of any of the products and/or to create anything confusingly similar, including; decompile, disassemble, modify, amend or ‘improve’ the product.
2.2. You may not copy the shape and the key features of its’ modularity, that is the ability to be both wall mountable, stackable and desk standing or any other key or functional feature.
2.3. You agree that you do not have any pending designs that are similar which you intend to manufacture in the near or distant future.
3. Corporate Identity and Trademark
3.1. By no means must it appear to a client that the Product is a product or division or business owned by the reseller or a product developed or owned by the reseller. The Expandastand™ brand must retain its’ own brand integrity.
3.2. The Expandastand™ trademark must be clearly acknowledged and not abused under any circumstances.
3.3. The CI (Corporate Identity) guidelines in using the approved logo within the CI – Annexure B must be strictly adhered to and will be updated from time to time on the internet on the official website.
3.4.The sole distributor is the appointed brand custodian for Expandastand™ global in Southern Africa. We reserve the right to update the CI, as we see fit without notice. The updated CI will always be available on the official website or made available as and when when required.
3.5. All intellectual property rights within South Africa vest exclusively with the sole distributor. Resellers, National or Regional Distributors do not acquire any rights or goodwill in such Intellectual property by virtue of signing this agreement or selling the product.
3.6. The trademark sign (“™”) must always appear on any documentation or material used by the reseller where “Expandastand™” is displayed including but not limited to invoices, quotations, websites, any promotional material, communication about the product, written or electronic.
3.7. No company, legal entity, department, division relating to the resellers, their directors, partners or employees can have Expandastand™ or any derivative as part of its’/their name.
3.8. No email address (user name), web domain can have “Expandastand™ as a derivative in the wording, for example: ”expandastand@joesigns.co.za” will not be allowed.
3.11. Resellers that have transgressed any of these terms will be obliged to recall marketing material at their own cost immediately at the request of the sole distributor. Failing which they will liable to pay costs incurred by the sole distributor to do so on your behalf. The sole distributor reserves the right to recover in addition any damages it may have or will suffer as a consequence of such transgression.
3.12. It is required that resellers send marketing material for approval to the sole distributor to check these guidelines are adhered to.
4. Marketing and Promotions
4.1. The sole distributor will list National Distributors, associated Regional Branches and it’s appointed Resellers on the official web site under the “where to buy” section of the website or may do so within any other promotional material from time to time.
4.2. Podd Display does not accept responsibility for any loss resulting in inaccurate information on the official website listing for resellers as referred to in section 1 and 2. Resellers must contact Podd Display within 48hrs of the listing if there are any faults and Podd Display will endeavour to correct the mistake to the best of their ability. Failing which, any information will be deemed to be accurate.
5. Pricing
5.1. Reseller will have the right to set pricing to end users as they see fit, although it is advisable to align to the recommended retail prices.
5.2. Prices are subject to change from time to time and may fluctuate with the exchange rate from time to time. Podd Display will endeavour to provide the Reseller 30 days notice of any change in pricing where possible. Should the Rand/Dollar exchange weaken dramatically, we may be forced to institute immediate price increases.
5.3. Podd Display will only sell products to its’ registered resellers and end-users at these recommended prices and not below.
5.4. Prices do not include transportation or delivery from origin of order.
5.5. Standard lead time is 2-3 working days from receipt of official purchase order. If Podd Display does not have stock, the lead time would be a minimum of 8 weeks. If a shorter lead time is required, Podd Display reserves the right to add a premium to the price to expedite freighting of the product, depending on the lead time required. Podd Display cannot guarantee the lead times in these cases.
5.6. Stock is limited and subject to availability. It is recommended that resellers check stock and price before quoting large quantities and where possible to keep their own stock.
5.7 Podd Display will endeavour to keep stock levels on the website as up-to-date as possible. However it is recommended to cofirm stock availability with one of our agents or your direct supplier before committing to your client.
6. Agreement
6.1. Podd Display has a right to revoke the reselling rights of products at any time for any reason.
6.2. If the agreement is contravened by the reseller, or Podd Display revokes the distributing right, the company must terminate forthwith any and all communications indicating or intimating that it is a reseller of the Product.
7. Quality and Liability
7.1. The following items will only apply if Podd Display is the registered distributor for the reseller;
7.1.1. Podd Display warrants to replace any product that is reported damaged or does not meet the specification provided Podd Display has been notified in writing within 24 hours of receipt of the goods and provided the goods were purchased directly from Podd Display.
7.1.2 Podd Display cannot be held accountable for damaged products supplied by one of its’ accredited distributors, National or Regional. However, Podd Display will attempt to facilitate any complaints not satisfactorily handled by our distributors.
7.1.3. Neither party will be liable for the negligent acts or omissions of the other and indemnify and hold harmless each other accordingly.
7.1.4. No responsibilities will be taken for any indirect or consequential loss or damage whatsoever and howsoever arising. However if it is due to any damage as above, Podd Display will reimburse the Reseller the price it paid for the Product only.
8. Confidentiality
8.1. Each Party acknowledges and agrees that all material and information which has or will come into its possession or knowledge in connection with the agreement, or the performance hereof, consists of confidential and proprietary data, whose disclosure to or use by third parties that may be damaging to both parties.
8.2. The Parties, therefore, agree to hold such material and information in strictest confidence, not to make use thereof other than for the performance of the agreement, to release it only to employees reasonably requiring such information, and not to release or disclose it to any other party, unless so required by law or in terms of agreement between the parties in writing.
8.3. Confidential and proprietary information is not meant to include any information which, at the time of disclosure, is generally known by the public and any competitors of either Party.
8.4. The Parties’ obligations of confidentiality under the agreement will survive the termination of the agreement for any reason.
9. Breach
9.1. Should either party commit any breach of the agreement, the other party shall be entitled to terminate the agreement only if such breach constitutes a material breach. A breach shall be deemed not to be a material breach if:
9.1.1. it is capable of being remedied within a reasonable time and is so remedied within 14 (fourteen) days of receipt of written notice calling upon the defaulting party to do so, or alternatively,
9.1.2. it is incapable of being remedied or is not remedied within the period set out in 1.3 above, if payment in money will compensate for such breach and such payment is made within 14 (fourteen) days after receipt of written request for such payment.
9.2. Subject to the provisions of 11.1 above, if a party commits a material breach of the agreement and fails to remedy such breach within 14 (fourteen) days of receipt of written notice requiring the breach to be remedied, then the aggrieved party shall be entitled, at its option, either to cancel the agreement and claim damages or alternatively to claim specific performance of all the defaulting party’s obligations, together with damages, if any, whether or not such obligations have fallen due for performance.
10. Legal Costs
10.1. All legal costs as between attorney and his own client, charges and disbursements and fees of a like nature, incurred by either party in successfully enforcing or defending any of the provisions of the agreement, or any claim there under, shall be for the account of the other party and be payable on demand.
10.2. Each party will be liable for its own costs pertaining to the negotiation and drafting of the agreement.
11. Cession and Assignment
11.1. No part of the Agreement may be ceded, assigned, transferred or made over by either party without having secured the prior written consent of the other party.
12. Law And Jurisdiction
12.1. The parties hereby consent and submit to the law of the Republic of South Africa and the jurisdiction of the Magistrate’s Court having jurisdiction over its person in respect of all proceedings connected with this Agreement, notwithstanding that the amount claimed or the value of the matter in dispute exceeds such jurisdiction, provided that a party shall not be obliged to institute action in the Magistrate’s Court.
12.2. Notwithstanding the provisions of the above, any party shall be entitled to institute all or any proceedings against the other party in connection with this Agreement in the High Court of South Africa (Witwatersrand Local Division) and the parties hereby consent and submit to the jurisdiction of that Court.
13. Dispute
13.1. Any and all dispute arising out of or in connection with the Agreement including any question regarding its existence, validity or termination, shall be dealt with as follows:
13.1.1. Firstly the manager director or equivalent of either party will meet within 5 (five) working days of the dispute arising in an attempt to resolve the mater amicably.
13.1.2. Failing such amicable resolution of the dispute within 5 (five) days of their meeting, they will attempt to resolve the matter by mediation – the mediator will be an independent third party mutually agreed upon and, failing such mutual Agreement, a party appointed as a mediator by the Arbitration Foundation of South Africa (‘AFSA’), which mediator must be appointed within 5 (five) days of their failing to resolve the matter amicably and the mediation itself must take place with a further 5 (five) days from the date the mediator is appointed.
13.1.3. Failing such amicable resolution of the dispute by the intervention of a mediator, the dispute must be referred to arbitration in Johannesburg within two (two) days of the failure to resolve the dispute by the intervention of a mediator, which referral must be delivered in writing to and be conducted in terms of the rules of AFSA for the time being in force which rules are deemed to be incorporated by reference into this clause.
13.1.4. The tribunal shall consist of one (1) arbitrator to be appointed pursuant to the AFSA Rules.
13.1.5. The arbitrator’s decision shall be final and binding upon the parties and shall provide the sole and exclusive remedies of the parties. All judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award or orders of enforcement.
13.1.6. The commencement of any arbitration proceedings under this Clause shall in no way affect the continual performance of the obligations relates to the subject matter of such proceedings.
13.2. All arbitration proceedings shall be in the English Language.
13.3. Notwithstanding the provisions of the above clause either party may bring an urgent application to any court that has jurisdiction if circumstances arise that merit such an application
14. Waiver
14.1. No indulgence, extension of time, waiver or relaxation of any of the trading terms and conditions granted by a Party or a failure to enforce any provision of the Agreement shall constitute a waiver of any of that Party’s rights under the Agreement.
14.2. Accordingly that Party shall not be precluded from, as a consequence of having granted such indulgence, extension of time, waiver or relaxation, exercising any rights against the other which may have arisen in the past or which may arise in the future.
14.3. Furthermore no waiver of a subsequent breach nullifies the effectiveness of the provision itself.
15. Entire Agreement
15.1. The Agreement constitutes the entire agreement between the parties with regard to the matters dealt with herein and and supersedes all proposals, oral and written, between the Parties on this subject.
15.2. No representations, terms, conditions or warranties express or implied not contained in the Agreement shall be binding on the parties.
15.3. No agreement varying, adding to, deleting from or cancelling the Agreement, and no waiver whether specifically, implicitly or by conduct of any right to enforce any term of the Agreement, shall be effective unless reduced to writing and signed by or on behalf of the parties.
15.4. The Parties undertake at all times to act in good faith and to do all such things, perform all such actions and take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and import of the Agreement.
16. Force Majeure
16.1. Neither Party shall be liable for any loss suffered by the other Party arising out of delay in or prevention of performance of that party’s obligations in terms of the Agreement if such delay or loss is directly or indirectly caused vis major and force majeure or by an event beyond that party’s control, provided that:
16.1.1. The onus is on the Party alleging the occurrence of such an event to immediately notify the other Party of such event in writing;
16.1.2. The Party delayed or prevented from performing its obligations by the occurrence of such an event shall do everything that could reasonably be expected of it in order to remedy the situation;
16.1.3. If the delay in performance of any obligation exceeds 10 (ten) Business Days, the Parties will meet and endeavour to find an alternative means of performing the obligations in question. If the Parties fail to agree on such an alternative within a further 10 (ten) day period either Party shall be entitled to terminate or suspend the Agreement forthwith, upon written notice to the other party. During such period of suspension no obligations will arise.
16.2. For the purposes hereof vis major and force majeure include acts or omissions of any government, government agency, provincial or local authority or similar authority, any laws or regulations having the force of law, civil strife, riots, insurrection, sabotage, acts of war or public enemy, illegal strikes, interruption of transport, lockouts, combination of workmen, rationing of supplies, flood, storm, fire or (without limitation eiusdem generis) any other circumstances beyond the reasonable control of the Party claiming force majeure or vis major and comprehended in the terms force majeure or vis major.
17. Termination
17.1. Upon termination for any reason the following will apply:
17.2. The Parties undertake to carry out all its respective obligations in terms of the Agreement pertaining to work in progress in such a manner that the latter is completed;
17.3. The Parties undertake to return to each other the proprietary and confidential documents (identified as such in the Confidentiality Agreement) of the other.
17.4. Removal of any Intellectual property would be needed by the Reseller, as laid out in section Clause 5.3.
18. General
18.1. Any invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity of any other of its provisions.
18.2. In the event that there is any conflict between the terms and conditions contained in each of the Schedules attached hereto, the terms and conditions contained in the main body of this Agreement shall prevail.
19. Packing
19.1. Podd Display shall, at its expense, pack all Accessories in accordance with Company’s standard packing procedure which shall be suitable to permit shipment of the products to the territory;
20. Delivery: Title And Risk Of Loss (Accessories)
20.1. All deliveries of products sold by Podd Display to distributor or reseller pursuant to this agreement shall be made F.O.B. the initial delivery point, and title to and risk of loss of products shall pass from Podd Display to distributor or reseller at this initial delivery point
21. Payment Terms
21.1. Orders below R5000 will be COD, orders above this value require payment of 50% on order and 50% on delivery of goods if dealing with Podd Display.
22. Addresses For Service
22.1. The Parties hereby select the address respectively set out opposite their names below as its address at which all notices, legal processes and other communications must be delivered to it for the purposes of the agreement.
Podd Display :
Physical; 114 Remstang Rd, Stormill Ext 3, Roodepoort
POSTAL: PO Box 14526, Farrarmere, 1518
Tel: 011 474 3932
Fax No.086 660 6911
Reseller: As per the online application form.
22.2. Any notice or communication required or permitted to be given in terms of the agreement will be valid and effective only if in writing and delivered by hand or by post or telefax.
22.3. Either Party may by written notice to the other party change its chosen address to another physical address, provided that the change will become effective on the fourteenth (14th) business day after receipt of the notice by the addressee.
22.4. Any notice sent to a party and contained in a correctly addressed envelope and –
22.4.1. sent by prepaid registered post to it at its chosen address shall be deemed to have been received, unless the contrary is proved, on the fourteenth (14th) business day after posting; or
22.4.2. delivered by hand to a responsible person during ordinary business hours at its chosen address will be deemed, unless the contrary is proved, to have been received on the day of delivery.
24.3 Any notice sent by telefax to a party at its telefax number will be deemed, unless the contrary is proved, to have been received within two (2) hours of transmission where it is transmitted during normal business hours or within twelve (12) hours of the first (1st) business day after it is transmitted outside those business hours.
25 Signed Agreement:
25.2 This agreement is signed and endorsed by Sandro Corrado – Managing Director of Podd Display (Pty) Ltd.