Sign a reseller agreement online

Reseller Agreement

1. The parties and what this agreement does

Halvard Instruments Ltd, company number 7741902, of 12 Gasworks Lane, Sheffield S2 4LT, called the Vendor, makes and supports the Halvard range of benchtop analysers. Kestrel Lab Supply Ltd, company number 9110366, of Unit 6, Rushmere Business Park, Leeds LS12 6AA, called the Reseller, sells laboratory equipment to teaching and testing laboratories. This agreement appoints the Reseller to buy Halvard products at a discount and resell them in its own name, on its own paper, to its own customers. It is not a distribution agreement and it grants no exclusivity: the Vendor may appoint other resellers in the same territory and may sell direct.

2. Appointment, and what each side promises

The Vendor appoints the Reseller as a non exclusive reseller of the Products in the Territory for the term. The Reseller buys for its own account and resells at prices it sets. It is not the Vendor's agent, may not bind the Vendor, and may not describe itself as a branch, office or subsidiary of the Vendor.

• The Reseller keeps at least two staff trained on the current product line and renews that training each year.
• The Reseller holds first line support for its own customers and escalates to the Vendor only with a case number.
• The Vendor supplies current datasheets, calibration certificates and firmware to the Reseller at no charge.
• Neither side commits the other to a delivery date it has not confirmed in writing.

3. Discount tiers

Discount is taken off the Vendor's list price at the moment an order is accepted. The tier is fixed for a whole quarter and reviewed against the trailing four quarters. Nothing in this clause is a purchase commitment: a tier the Reseller applies for is a target, and falling short of it moves the tier down at the next review rather than creating a debt.

3.1 The tier table

A demo unit is supplied at 70 percent off list for the Reseller's own laboratory and may not be resold as new. A tier move takes effect on the first day of the quarter after the review and applies to orders accepted from that day, never to orders already accepted.

3.2 Tiers applied for

The Reseller marks every tier it is applying for in this quarter's review. Marking more than one tier is normal where a forecast sits close to a boundary: the Vendor grants the highest tier the trailing figures support and confirms it by email within five business days of countersigning.

4. Orders, delivery and payment

The Reseller orders on its own purchase order quoting this agreement number. An order binds the Vendor only when the Vendor sends an acceptance. Delivery is to the Reseller's Leeds warehouse, carriage paid on orders over £5,000. Risk passes on delivery; title passes when the invoice is paid in full. Invoices fall due 30 days from the invoice date, and the Vendor may hold shipments while an invoice is more than 14 days overdue.

5. Branding and how the Products are described

The Vendor grants the Reseller a non exclusive, non transferable licence to use the Halvard word mark and logo for the sole purpose of reselling and supporting the Products in the Territory. The licence ends with this agreement and carries no right to sub licence.

5.1 Claims that need approval

Any statement about accuracy, compliance, certification or clinical suitability is approved in writing by the Vendor's product team before it is published. The Vendor answers an approval request within five business days. An approval covers the wording submitted and nothing beyond it.

• Accuracy and repeatability figures are quoted from the current datasheet, in full, with the test conditions.
• Comparisons with a named competitor product are not made using the Vendor's marks at all.
• Photographs show the current housing; superseded housings are withdrawn within 60 days of a model change.
• Translations are submitted with a back translation prepared by the Reseller.

5.2 Goodwill and enforcement

All goodwill in the marks belongs to the Vendor. The Reseller tells the Vendor promptly about any infringement or counterfeit it becomes aware of and gives reasonable help with enforcement at the Vendor's cost. The Reseller stops using the marks within 30 days of the end of this agreement, apart from selling through stock it already holds, which it may do for a further 90 days.

6. Warranty, support and limits

The Vendor warrants each analyser against defects in materials and workmanship for 24 months from delivery to the end customer, and consumables to their printed expiry. The warranty is given to the Reseller, who passes on a back to back warranty to its customer on no better terms. A unit returned under warranty is repaired or replaced at the Vendor's option, freight to the Vendor at the Reseller's cost and the return freight at the Vendor's.

Neither party is liable to the other for loss of profit, loss of data or indirect loss. Each party's total liability in any twelve month period is capped at the amounts the Reseller paid the Vendor in that period. Nothing limits liability for death or personal injury caused by negligence, or for fraud.

7. Confidentiality

Each side keeps the other's pricing, customer lists, forecasts and unreleased product information confidential for three years after the end of this agreement, and uses it only to perform this agreement. Information that becomes public without a breach, or that a party already held, is not covered.

6.1 Returns, and what a return needs with it

A unit returned without the paperwork in the second column is held for 20 business days and then sent back at the Reseller's cost. Credit for an accepted return is issued against the next invoice rather than refunded, unless the agreement has ended.

7.1 Personal data

Where the Reseller passes the Vendor an end customer's contact details for warranty registration, each side is a separate controller of that data and handles it under its own privacy notice. Neither side sells the other's customer lists, and each deletes registration data it no longer needs within twelve months of a unit leaving warranty.

8. Term, review and ending it

This agreement runs for 24 months from the date of the last signature and then continues quarter to quarter until either side gives 90 days' written notice. Either side may end it immediately if the other becomes insolvent or breaches a material term and does not fix the breach within 30 days of written notice.

8.1 What survives the end

• Confidentiality, for the three years clause 7 sets.
• Warranty obligations on units already delivered, for the rest of each unit's 24 months.
• Payment of invoices issued, and of orders accepted before the end date.

9. General

Neither party may assign without the other's written consent, except to a buyer of its whole business. Notices are given by email to the addresses on page 1 and take effect the next business day. This agreement, the current price list and the brand sheet are the whole agreement and replace anything said before. It is governed by the law of England and Wales.

A delay in enforcing a term is not a waiver of it. If any part of this agreement is found unenforceable the rest continues. Nothing in it creates a partnership, a joint venture or an employment relationship, and no third party may enforce any of it.

Execution

Signed in order: the Reseller's director first, then the Vendor's channel manager. The date beside each block is stamped when that person signs, so the agreement takes effect on the later of the two.