Contract of sales representative of the website

Between:

Terms and conditions

1. Definitions

“Client” indicates a final user that orders the products through the marketplace.

 “Products” indicates all the products of the electronic and related industries offered by the Company during the duration of the present Contract.

“Submission Specifications” indicates the method, support, format and other parameters with whom the Company will send the materials of the Company.

“Order” indicates a purchase order from a Client; the Orders forwarded according to the present agreement will include the information agreed between the parts.

“Order Management System” or OMS indicates the system of tools for the management of offers of the Company’s products and the orders for the products of the Company.

 

2. Delivery of the Company materials.

2.1. Nomination for representative. JG Robotics hereinafter called “JG” is owner of a business platform named HO-OO that sells electronic materials. The seller Company nominates JG Robotics as non-exclusive sales representative for the request of Products by the Clients on the Territory through Internet; and JG hereby accept the designation. The Company recognizes that JG can solicit orders for other product distributors and generally conclude contacts for similar services with other Companies or Individual.
 

2.2. Independent contractor. Each Party pursuant the present Agreement will be an independent contractor of the other and not an employee, nor will be amount to any partner agreement or joint venture of or with the other Party. The seller will accept not to have the right to control or direct the details, the mode or the means with those JG realizes the results of its obligations according the present Agreement. Neither party shall be entitled to bind the other in any way.
 

2.3. License for materials and trademarks. According to the terms and conditions of the present agreement, the Seller grant to JG a non exclusive, non transferable royalty-free license to use, reproduce, create derivative works, provide access, publish, publicly show or publicly perform, transmit and distribute the Materials of the Society regarding the commercialization of the Products on the Website through those the clients can orders the products from the Society during the duration of the present agreement. According to the terms and condition of the present agreement and normal trademark guidelines to the extent provided by the Seller to JG from time to time, the seller grant to JG a free of charge, non exclusive, non transferable and worldwide license for the use of the brands of the Company, trade names, service names, service brands and logos connected to the Products (“trademarks/commercial brands”) within the website through which customers can order the Products of the seller during the duration of the present Contract. With the exception of what is intended in this document, the Seller will maintain all the rights that it can have on its own Products or Brands, included, without limitation, all the Intellectual property Rights therein.
 

2.4. Submission of the company materials and initial insertion of the products. Immediately after the data of entry into force, the Seller will provide all the company Materials (in vogue from the date of the entry into force) for the use on the website through which the Clients can order the Company products. All the submission of materials of the Company must comply with the delivery specifications. JG will be able, during the duration of the present agreement, to implement new uploading systems that will help to automate and/or simplify the procedure of integration of the Company materials for the visualization on the website; if JG modify the delivery specifications, the Company will respect the updated specifications; JG is able to limit or block the integration of the products where those codifications will result to be incomplete or contradictory.

2.5. Mode for the uploading of the products on the database.
 

2.6. Updating the product:

  1. Suspension of the product. If the seller interrupts the sale of one of the products, updated Company materials must be provided to Ho-oo. The Company accepts to continue honoring the placed orders pursuant to this contact depending on the company materials (included particular products and relative prices) given to Ho-oo in accordance to the present agreement.
  2. Updates on prices. The seller needs to update the prices of the company products already present in the database through the Order Management System (OMS). 
  3. New products. The seller can send new products for the inclusion on the Ho-oo Database; however its upload and timeframe for the loading will be at the discretion of Ho-oo.
  4. Promotion. The seller might occasionally want to advertise its Products at prices specially discounted, and Ho-oo could have this opportunity from time to time, e.g. by showing the seller Products as Special Offers on the website. It is at the sole discretion of Ho-oo if these opportunities are offered to the seller. The seller might be excluded by the promotions of Ho-oo if the performance standards are not met. Fees and protocols for these kinds of advertising services need to be negotiated on a case-by-case basis. All the submission of the company materials needs to comply with the submission specifications. Once a product has been sent and published in a promotion, it is forbidden to the seller to update the price of the product and could only remove such Product from the list. When promotions are submitted, the seller must ensure to submit the product below the current lowest price (pre-promotion); otherwise the submission might not be accepted.
  5. Products. The products must be tested, operating and guaranteed by the Seller.

 

3. Marketing of products

3.1. General. JG will commit to promote the sale of products through the visualization of the Company materials on the Ho-oo website through with the clients will be able to orders the Products of the company. Moreover JG is also committed to supply a service to the Client in a coherent way with a good sales procedure and to maintain the website in accordance with the industry standards. Ho-oo will provide to the clients the Products (through the company materials) on the website through which the clients could order the products of the Sellers. The company materials must comply with all the applicable regulatory requirements. The seller will promptly inform JG if any products need to be revised or withdrawn due to regulatory requirements, new information regarding the Product or other reasons. In performing its own services according the present agreement, JG will not submit any declaration, warranty regarding the Company or the Products that will be incoherent with those normally supplied by the Company.
 

3.2. Corporate assistance: marketing. The seller will provide to Ho-oo the appropriate personnel for the acquisition and maintenance of the knowledge of the Product, for meeting the data and the technical requirements, for confirming the prices of the Products and other information of the seller essential to assist Ho-oo in the fulfillment of their duties under the present agreement. The sellers accept to actively promote to their clients the availability on the Ho-oo website of the products through which the buyer can order the products from the company as agreed between the Parts, included, without limitations, the promotion of the website with normal marketing and advertising materials.

  1. Mandatory use of the Ho-oo channel. The clients that establish an initial contact with a seller through the use or knowledge of the website Ho-oo must have all the orders done through the same site and/or registration to the Ho-oo website. All the orders of products resulting from direct contact between Clients and Sellers, initiated by the client or the seller itself, must be executed via Ho-oo. It is prohibited any direct solicitation of the Company that could redirect the clients far from the sale and support channel of Ho-oo, and every other action that will lead, push or encourage the clients to bypass the sale, support and fulfillment channel of Ho-oo. Any violation by the seller may lead to the immediate suspension of all the sales of products of the Company and/or the resolution of the present agreement.


3.3. Complaint. In case a product sold through Ho-oo is subjected to a complaint, the seller is the sole responsible of the notification to the customer and to the implementation of the recall. The seller will bear all the costs associated with the recall.

 

4. References and order Fulfillment

4.1. Representative. The seller will regularly check all the requests coming from the website of the Clients and will report all the orders for the products to the Company. The Orders have to be submitted in an electronic way agreed upon the Parts (e.g. the order management system XYZ or other electronic ways).


4.2. Order processing. All the products sales must be done directly between the seller and the client. After the notice of an order of the client to the seller, the seller has to log-in to the Ho-oo order management system to obtain the complete details of the order, including the information of the credit card of the Buyer. All the clients transactions needs to be done with the payment information provided on the order (it won’t be accepted bank checks and separate billing). The seller will promptly send to the buyer all the information regarding the product and its warranty, the invoice, insurance and shipment documents, security data sheets, labels of the products and other materials related to the purchase of the Products. All the orders must include a client invoice for each package. All the invoices have to include the entire amount charged (inclusive of taxes) and use the name of the society that appears on the customer account debit. The full responsibility for compliance with, the shipment, the management, the insurance, the collections and bad debts are of the seller and JG won’t have any responsibility regarding those aspects. Within 3 working days from the reception of the order, the client can cancel an order. The seller is committed to ship all the products ordered by the clients within 3 working days from the Company reception of the order from Ho-oo.


4.3. Replacement. The seller is committed to fulfill orders by shipping the products strictly in accordance, in all the aspects, with the descriptions of such products, in the corresponding detail pages on the website Ho-oo, included but not limited to the description of the product details, code of the manufacturer and the packaging of the product. The seller specifically accepts to not make substitutions for the ordered products during the fulfillment of a client order. Any replacements will be returned to the sellers at their expenses.


4.4. Heavy shipments. The extra for heavy shipment are calculated according to the analysis of historical data. The company accepts to charge to the client only the extra for a heavy shipment from the current product details page plus the flat-rate shipping cost of the Company.


4.5. OMS updating. Within a working day from the shipment of any order, the Company will log in to the OMS and will consequently indicate the shipment of the order that will correspond to the date in which the shipment has taken place and not the date of the printing of the label (for the shipment). The Company accepts to provide also information and/or tracking numbers within a working day from the shipment. The company won’t address the clients to the Company website to obtain information on the client’s order status.


4.6. Customer Service. The Parts are both committed to communicate each other any complaints on the products received, in order to facilitate the best service to the clients. The seller is responsible to investigate on the complaints of the Company products that don’t meet the standards and/or the requirements and to promptly inform JG in written form of the investigation results. Between the Parts, the Seller is, in the final analysis, responsible for the after-sale assistance for the products, including the costs of payment processing, the return of the products, the warranty service and other support in the use of the products. If the clients will contact Ho-oo with requests of after-sale assistance, the seller must coordinate to assist customers with a high service equal to those reserved to the other clients of the company. In the absence of compliance to these standard requirements for the products sold by the Seller, JG may unilaterally withdraw from the contract and block the seller on the Ho-oo website.


4.7. Packaging. The Seller is committed to ship all the products ordered by the clients in adequate packaging and suitable for consignments.


4.8. Clients’ verification. It is exclusive responsibility of the seller to determine if the client is duly authorized and if may legally receive the products. The Seller is also responsible of checking if the client has paid with a valid method of payment and the seller is responsible for debit transfers. Without limiting the foregoing.  

 

5. Payments

5.1. Commission. Ho-oo will receive a commission of the net revenue at the rates set out in the appointment form for all the order supplied by Ho-oo to the seller under this Agreement. The net revenues are defined as the total amount in dollars of the orders transmitted to the company for the products, less:

 

  1. the use of the sales(?), the added value or other excise duties and actually paid by the company regarding the sale;
  2. packaging, handling, rental fee, shipment, transportation or other similar expenses, comprehensive of the handling cost of dangerous materials, actually paid by the Company.

 

The Company will receive the fee adjustment in case of annulment of an approved order of the billing cycle documented in the subsequently referred ACH CCD contract. The Company will pay the commission earned from Ho-oo, as previously stated, arriving from the transaction ACH CCD proceed by Ho-oo and authorized by the Company as stated in the agreement: ACH authorization for the CCD transactions (ACH CCD agreement) stipulated by JG and the Company. Any lack of sufficient founds on the Company bank account specified in the ACH CCD agreement to satisfy the payment of the commission earned by JG, will result, at the sole discretion of JG, in the immediate interruption of the company account, included the products of the company that won’t be available for the sale on the Ho-oo website (the company will be taken offline). All the non-paid commission will have to be immediately collectable and, if not paid after a written request from JG, all the unpaid fees will be subject to 15% APRC interest accrued from the due date and from the suspension of the Company account until the reception of the payment. At the same way, the a written cancellation by the Company of the ACH CCD agreement will cause the immediate suspension of the Company account and all the unpaid fees will be immediately due and paid by the Company to JG and, if not immediately paid after a written request of JG, all the unpaid sums will be subject to 15% APRC interest accrued from the due date and from the suspension of the Company account until the reception of the payment. JG will have the right, for the duration of the present agreement with reasonable notice to the Company, to modify the method, the modality and the payment procedure of the fee to JG.


5.2. Signature and annual association fee. An annual association fee of ______ is due at each anniversary during the duration of the present agreement. The sum of the annual association fee is subjected to changes or may be revoked at the sole discretion of JG.

 

6. Property

Between the Parts, the seller will retain all right, title and interest in and to the company material and its own brand all around the world, included, without limitation, the ownership of copyrights and other intellectual property rights contained therein. As between the Parts, JG will maintain all right, title and interest regarding the Ho-oo website (with the exception of the company materials) all over the world, included, without limitation, the ownership of all copyrights, appearance and design, brand and other intellectual property rights contained therein.

 

7. Confidentiality

7.1. Confidential information. “Sensitive information”:


7.1.a. Every information designated by one of the parts as confidential or property or that, at certain set of conditions would reasonably be considered to be confidential;

7.1.b. The information about the clients disclosed pursuant to this agreement (included without limitation the information regarding the credit card or other payment information);

7.1.c. The terms and condition of the present agreement included, without limitation, the commission rate due by the Society to Ho-oo on the net revenue pursuant to this.

Each Party accepts:

  1. Not to share with third parties or not to use any of the confidential information revealed by the other Party except as expressly permitted by this contract; and
  2. to take all reasonable measures to maintain the confidentiality of all the sensitive information of the other Party that are under their control or ownership, that won’t be in any case less than the measures used to maintain the confidentiality of their own information of similar importance.


7.2 Exclusions. The confidential information does not include information that:

  1. Enters or are not in the public domain without violation of the present agreement;
  2. The receiving Party receives legitimately from a third Party without restrictions on disclosure or without violation of the confidentiality obligations; or
  3. The receiving Party was aware before knowing such information from the disclosing Party or is developed in an independent way.

 

8. Term and termination

8.1 Term and termination. The duration of the present agreement will run from the date of subscription of the present contact and will last for a initial period of one (1) year (“initial period”) and will automatically renew and will be extended for the following one (1) year, from the conclusion of the initial period or any other renewal period, unless one of the Party will give a written communication stating otherwise at least thirty (30) days before the end of the undergoing term. Each of the Party may terminate the present contract if the other Party materially violets its own obligations according to the present contract and such violation remains not remedied for seven (7) days after the written notification to the non-compliant Party of the breach.


8.2 Effect of the resolution. Upon expiration or termination of this contract for any reasons, all the payments accruing before the expiration or termination of this contact will be integrally payable within thirty (30) days from the same and Ho-oo will promptly end each usage of the company materials and brand.

 

9. Warranty and compensation

9.1 Warranty. For the company. The seller grants and declare to JG that:


9.1.1 The Company material does not and won’t violate the intellectual property rights of third parties and the exercise of the sellers’ rights according this agreement won’t constitute a breach of any intellectual rights of third parties.

9.1.2 The company materials does not or won’t:

  1. Contain False, defamatory, offensive, pornographic or obscene material;
  2. Contain viruses, trap doors, hidden sequences, hot ley or time bombs; or
  3. Violate any law or applicable regulation.

9.1.3 The seller is legally authorized to promote, distribute and sale the products and to make available information about the products; and to promote, distribute and sale the products through the website, and the use and the sale of the products and their brands won’t violate the intellectual property right of third parties.

9.1.4 The Company respects and will respect all the laws, regulations and guidelines relevant regarding the products and their business, sales and distribution, included, without limitation, 

9.1.5 The Company has full powers and authority to stipulate this contract, to fulfill its obligations under the same and to grant the granted rights.

9.1.6 The seller have available all the necessary licenses, permits and endorsements according to the applicable laws in order to offer products for sale to third parties and will comply with such laws, permits and endorsements.

9.1.7 The products delivered to the clients are original (i.e. not counterfeit)

9.1.8 The products delivered to the clients are legally authorized for the sale.


9.2 Compensation. For the Company. The seller will defend, indemnify and hold harmless JG, its officers and employees against any direct claims by third parties arising from use of the products (including, but not limited to, products liability claims) or a breach of warranties, and must defend, indemnify and keep indemnified JG and its directors, officers and employees, from and against any damage, expense, and costs (including attorney's fees) assigned in judgment or such request.

 

10. Limitation of liability

Under no circumstances JG will be liable to the seller for damages based on breach of contract, tort (including negligence) or other and regardless of whether or not the company has been informed of the possibility of such damage.

 

11. General

Neither party may assign this contract, whole or in part, without the written consent of the other party, consent which must not be unreasonably withheld, unless JG may assign this contract without the consent of the company in the event of a reorganization, merger, consolidation or sale of all or substantially all of its assets. Any attempt to assign this agreement other than as permitted above will be void. This contract will be governed and interpreted in accordance with the laws of the Italian state. Any communication under this agreement will be in writing and delivered by personal delivery, express courier, confirmed email or certified or registered email, acknowledgment of receipt required and will be deemed to have been sent upon personal delivery one (1) day after deposit by express courier, five (5) days after deposit in the mail, or upon confirmation or receipt of fax or e-mail. Notices will be sent to a party at the above address or any other address that such party may specify in writing pursuant to this section. This contract constitutes the complete and exclusive agreement between the parties in relation to the subject matter of this document, which supersedes any previous agreement and communication (both written and oral) in relation to that subject. This contract can be modified, or waived any right deriving from it, only by written deed signed by both parties.

 

12. Place of jurisdiction

For any disputes that may arise regarding the interpretation, execution and termination of this contract, the court of Milan is competent.




 

Site of the signing: _______________


JG: _____________________                                                                        

 

Seller: _____________________

 

 

 

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