These General Reseller Terms must be read in conjunction with the Specific Reseller Terms document, supplied to the Reseller from Flight Sounds Ltd. Taken together, these form the agreement "Agreement" between the Reseller and Manufacturer.
The Manufacturer and the Reseller are individually known as a "Party" and collectively as "Parties".
1. Definitions
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Manufacturer: Flight Sounds Ltd
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Listed Products: The stated Listed Products, Manufactured by the Manufacturer, as recorded in the Specific Reseller Terms document.
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Authorized Reseller: The stated Reseller recorded in the Specific Reseller Terms document, authorized to sell the Listed Products. (Hereafter known as "Reseller")
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Customer: Any local or international entity or individual that purchases the Listed Products from the Reseller.
2. Terms of Sale
a) Any and all sale and purchases of Listed Products by the Reseller must comply with this Agreement. Any variations to the terms of this Agreement proposed by the Reseller are deemed inapplicable unless both Parties agree in writing.
b) Any and all orders placed by the Reseller are subject to the Manufacturer's approval. The Manufacturer reserves the right to accept or reject any orders.
3. Pricing and Payment
a) The Manufacturer will set forth the sale price of the Listed Products in the Specific Reseller Agreement. Unless otherwise stated such prices will be in USD and exclusive of any freight charges and other importation fees (if any).
b) The Manufacturer reserves the right to update their pricing to the Reseller at any time subject to thirty (30) days notice. New pricing will be issued in an updated Specific Reseller Agreement. While it is anticipated that price updates will occur at least annually, the frequency may vary depending on prevailing circumstances.
c) The Reseller is obliged to settle all charges as per the Manufacturer's Invoice prior to the shipment of the Listed Products by the Manufacturer. The Manufacturer does not offer or accept Net Payment Terms.
d) The Manufacturer will not dictate the selling price of the Listed Products to the Reseller's customers. The Reseller has the freedom to set their own retail prices for the Listed Products.
4. Quotas and Minimum Order Quantities
a) The Manufacturer reserves the right to establish sales quotas for the Listed Products. Such quotas will be stipulated in the Specific Resellers Agreement. Failure to meet such quotas will result in the termination of this Agreement unless agreed otherwise
b) The Manufacturer may set a minimum order quantity for the Listed Products. The Reseller is required to adhere to these minimum order quantities when placing orders.
5. Non-Exclusive
Unless otherwise specified in the Specific Reseller Agreement, this Agreement is non-exclusive. The Reseller acknowledges and agrees that the Manufacturer retains the right to sell any and all of their products to any other Reseller and/or directly to customers. The Manufacturer also reserves the right to determine and adjust any reseller pricing and their direct customer pricing as they see fit.
6. Reseller Obligations
a) The Reseller is expected to maintain sufficient inventories of Listed Products and must effectively promote Listed Products at all times.
b) The Reseller shall not alter or rebrand any Listed Products without explicit written consent from the Manufacturer. The Reseller will also abstain from making any claims, explicit or implied, suggesting that the Listed Products are created or manufactured by the Reseller.
c) The Manufacturer reserves the right to request the Reseller to cease the use of any marketing material that has not been expressly approved by the Manufacturer for the promotion of the Listed Products. This includes, but is not limited to, images, texts, videos, or digital assets. Avoidance of such may result in immediate cessation of said marketing activities and potential implications under the terms of this Agreement. The Manufacturer's name, trademarks, and logos can be utilized in advertisements, or on the Reseller's website, subject to the Manufacturer's rules regarding such reproductions.
d) The Reseller may market items competing with Listed Products. However, the Reseller must promptly share a list of such items with the Manufacturer upon request to assess any conflicts.
e) The Reseller agrees to refrain from any actions or behaviors that might tarnish the reputation, goodwill or standing of the Manufacturer, or bring the Manufacturer into disrepute, as part of their promotion, marketing, or sale of the Listed Products. Any such actions may be grounds for termination of this Agreement.
f) The Reseller agrees to maintain the confidentiality of any proprietary or non-public information disclosed by the Manufacturer in the course of their dealings. Breach of this clause may result in immediate termination of this Agreement and may subject the Reseller to legal action.
g) The Reseller acknowledges and respects the Manufacturer's intellectual property rights pertaining to the Listed Products. Unauthorized reproduction, distribution, or use of the Manufacturer's intellectual property constitutes a breach of this Agreement.
6. Manufacturer's Obligations
a) The Manufacturer will provide the Reseller suitable marketing materials for the Listed Products, inclusive of images and textual content.
b) The Manufacturer will make reasonable efforts to maintain appropriate inventory of the Listed Products. However, it is acknowledged that maintaining constant inventory levels may not always be possible.
c) The Manufacturer will utilize reasonable efforts to promptly fulfill accepted orders from the Reseller. However, the Manufacturer does maintain the right to distribute the available inventories among different resellers and end-user customers as seen fit by the Manufacturer.
7. Product Warranty
a) The Manufacturer provides a one-year warranty, for both the Reseller and their customers, on all Listed Products on-sold by the Reseller.
b) If any Listed Products are proven to be defective, as determined by the Manufacturer, the Manufacturer will credit the cost of the product to the Reseller's next order. Refunds will only be granted in special circumstances that are mutually agreed upon. Freight costs are non-refundable and will not be credited.
c) The Manufacturer reserves the right to request that the Reseller return any faulty Listed Products for inspection. The cost of such return shipping will be borne by the Manufacturer.
8. Freight
a) Any prices provided for Listed Products by the Manufacturer will exclude freight fees, which will be the obligation of the Reseller.
b) The Manufacturer will determine the freight carrier. In special circumstances, where the Manufacturer agrees to use a freight carrier suggested by the Reseller, the Manufacturer reserves the right to impose a reasonable processing charge.
c) The Manufacturer's Shipping Policy applies to all orders:
https://flightsounds.com/pages/shipping-policy
9. Order Processing and Returns
a) The Manufacturer will make reasonable efforts to promptly fulfill accepted orders from the Reseller. However, in situations where stock levels are low, the Manufacturer reserves the right to distribute the available inventories among various resellers and their direct customers according to their discretion
b) Except for Listed Products that are proven defective at the time of sale, the Manufacturer is not compelled to accept any returns of the Listed Products by the Reseller. If such a return is nonetheless accepted, the Manufacturer reserves the right to levy a reasonable restocking charge.
10. Relationship of the Parties
The relationship between the Manufacturer and the Reseller is purely that of supplier and buyer. The Reseller, its agents, and employees are in no way considered to be agents, employees, or representatives of the Manufacturer. Neither party has the authority to enter into any contract or commitment in the name or on behalf of the other, nor to obligate the other party in any way.
11. Term and Termination
a) Either party has the right to terminate this Agreement at any given time with thirty (30) days written notice.
b) This Agreement will automatically terminate if the Manufacturer does not issue an invoice for Listed Products to the Reseller for one year.
c) The Manufacturer may also terminate this Agreement with a written notice to the Reseller under the following circumstances:
i) Failure by the Reseller to fulfill any of their duties, obligations, or responsibilities as outlined in this Agreement.
ii) A significant sale, transfer, or relinquishment of direct or indirect ownership interest in the Reseller, whether voluntary or involuntary, by operation of law or otherwise, or any changes in the management of the Reseller.
iii) Failure by the Reseller to function in regular business operations for any reason.
iv) Conviction of the Reseller, or any significant partner, principal officer, or major shareholder of the Reseller, for any legal violation that, in the Manufacturer's judgement, negatively affects the Reseller's operation, business, or the reputation of the Manufacturer, Manufacturer's products, or the Reseller.
d) Upon termination of this Agreement:
i) The Reseller will no longer be authorized to sell the Listed Products.
ii) Neither party will be liable to the other for compensation, reimbursement, or damages due to loss of upcoming profits, expected sales, expenditures, investment, leases or commitments concerning the business or goodwill of either the Manufacturer or the Reseller, or for any other reason arising from the termination.
e) Both parties accept that the termination of this Agreement at some point is highly likely, and should be treated as a regular part of doing business. Therefore, both parties should do their best to conclude the relationship in a friendly and professional manner.
12. Notices
Any notices necessitated by this Agreement or associated with it must be in writing and delivered to the appropriate party via email. The email addresses to be used for such communication are those provided in the Specific Reseller Agreement.
13. Disputes
Any disputes arising from this Agreement will be resolved through good faith negotiations between the Parties. If they are unable to reach an amicable resolution, they agree to seek mediation before any formal legal proceedings.
14. No Waiver
The failure or decision of either party to exercise any right provided in this Agreement does not imply a waiver of any other rights or remedies that the party may hold under this Agreement.
15. Entirety of Agreement
The terms and conditions outlined in this Agreement represent the complete understanding between the parties and override any previous communications or agreements regarding the subject matter of this Agreement. There are no other understandings, written or oral, related directly or indirectly, to this Agreement that are not contained within this document. Any modifications to this Agreement must be made in writing and signed by both parties.
16. Headings in this Agreement
The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.
17. Severability
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
18. Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that this failure or delay is the result of any cause or circumstance beyond the reasonable control of that Party including but not limited to acts of God, war, civil unrest, strikes, lockouts, industrial disputes, failure of supply of power or telecommunications service, governmental restrictions and the like. This clause does not excuse payment of monies due.
19. Limitation of Liability
Notwithstanding anything to the contrary contained in this Agreement, the Manufacturer shall not, under any circumstances, be liable to the Reseller for consequential, incidental, special, or exemplary damages arising out of or related to this Agreement, including but not limited to lost profits or loss of business, even if the Manufacturer is apprised of the likelihood of such damages occurring.
Under no circumstances shall the Manufacturer’s total liability of all kinds arising out of or related to this Agreement (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort or otherwise, exceed the total amount paid by Reseller to the Manufacturer during the 12 months immediately preceding the claim.
Each party acknowledges that this limitation of liability reflects an informed, voluntary allocation between the parties of the risks (known and unknown) that may exist in connection with this Agreement.
20. Governing Law
This Agreement is to be interpreted and enforced under the laws of New Zealand. Any disputes arising from this Agreement must be litigated in this jurisdiction, and no other.
