Virility Health - Reseller Terms &
Conditions
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Reseller Agreement
By submitting the Reseller Application, the Reseller, listed on
the Reseller Application agrees to become bound by the terms of
this agreement, made by and between Virility Health Ltd, 3 Leigh
Court Close, Cobham, Surrey KT11 2HT and RESELLER . The terms of
the agreement are effective as of the date signed by VIRILITY HEALTH
LTD. WHEREAS, VIRILITY HEALTH LTD supplier of the "Products"
and desires to sell such Products to RESELLER.
WHEREAS, RESELLER desires to purchase Products from VIRILITY HEALTH
LTD for incorporation into its own systems for resale directly to
end-users, and RESELLER is willing to provide to its customers the
service and support necessary for systems so incorporated.
NOW, THEREFORE, the parties mutually agree to the following terms
and conditions:
1. SALE
a. VIRILITY HEALTH LTD hereby agrees to sell and deliver to RESELLER
during the term hereof and in accordance with the provisions of
this Agreement, the Products set forth in the website - www.virilityhealth.com,
which, at VIRILITY HEALTH LTD's sole discretion, may be amended
from time to time in order to add new Products, and/or delete discontinued
Products.
b. The RESELLER is obliged to purchase a minimum value per order
dependant upon the discount applied for.
c. Discount rates and order values are as follows:
| Discount |
Order Value |
| 10% |
Under £100 |
| 15% |
£100 to £499.99 |
| 20% |
£500 - Upwards |
d. RESELLER may select from the then current the Products it wishes
to purchase.
e. RESELLER agrees to the Standard Conditions of Sale Applying
to Products Sold by VIRILITY HEALTH LTD.
2. RELATIONSHIP
VIRILITY HEALTH LTD may appoint other RESELLERS or representatives
and distributors in the same territory and for the same or similar
Products. RESELLER is not a distributor of VIRILITY HEALTH LTD's
Products nor shall RESELLER appoint or engage any third party to
act on RESELLER's behalf as its agent, representative, or distributor
to either purchase or sell VIRILITY HEALTH LTD's Products under
the terms of this Agreement. However, no term or condition of this
paragraph shall act to preclude RESELLER from appointing or engaging
an agent, representative, or distributor to either purchase or sell
RESELLER's systems into which VIRILITY HEALTH LTD's Products are
incorporated.
3. QUALIFICATION
To qualify as a RESELLER of VIRILITY HEALTH LTD Products, the following
conditions must be met for sales.
a. The RESELLER shall have sufficient sales staff to handle enquires
regarding Products. The RESELLER's shall also be able to respond,
within a reasonable time frame, to all sales leads provided by VIRILITY
HEALTH LTD.
4. PURCHASE ORDERS
a. RESELLER shall place all orders online through the Virility
Health Ltd website. VIRILITY HEALTH LTD reserves the right to amend
Product Lines to add or remove Products at any time.
5. DISCOUNT AND PAYMENTS
a. RESELLER shall purchase Products at discounts based on their
program level in effect at the time the order is received by VIRILITY
HEALTH LTD.
b. In the event that RESELLER wishes to place purchase orders for
Products and pay for such orders on credit terms, such credit terms
shall be approved by VIRILITY HEALTH LTD in advance of order acceptance
by VIRILITY HEALTH LTD.
c. The amount of any present or future sales, use, excise or other
tax applicable to the sale or use of the Products sold hereunder
shall be paid by the RESELLER.
6. TERMINATION
Either party may terminate this Agreement with or without cause
upon thirty (30) days prior written notice. Written notice of termination
of the Agreement shall be sent by registered mail, return receipt
requested, to the other party at its address stated above or at
such other address as may be designated from time to time. If VIRILITY
HEALTH LTD terminates the Agreement, VIRILITY HEALTH LTD will honour
orders placed under this Agreement made by RESELLER prior to RESELLER's
receipt of notice of termination provided that such quotations are
received by VIRILITY HEALTH LTD within five (5) working days after
RESELLER's receipt of notice of termination. Termination of this
Agreement shall not affect any obligations of RESELLER to make any
payments due and owing hereunder at the time of such termination.
7. DELIVERY
a. All scheduled or quoted delivery dates are approximate and are
based upon prompt receipt of all necessary information from the
RESELLER.
b. Unless otherwise agreed to, in writing by VIRILITY HEALTH LTD,
delivery of the Products hereunder shall be made with transportation
expenses and insurance paid by RESELLER. Risk of loss or damage
to Products in transit shall fall upon RESELLER, whose responsibility
it shall be to file claims with the carrier and/or the insurance
company. Title shall pass to RESELLER at FOB point.
8. CONFIDENTIAL INFORMATION, TRADEMARKS AND TRADE NAMES
a. To enhance the effectiveness of the RESELLER's selling, VIRILITY
HEALTH LTD may from time to time divulge certain confidential information
and proprietary trade and/or manufacturing secrets to the RESELLER.
RESELLER shall preserve in strict confidence any confidential or
proprietary information obtained by RESELLER concerning the business
or affairs of VIRILITY HEALTH LTD and affiliated entities, including
but not limited to trade secrets, price lists, marketing strategies,
customer lists, mail lists, and information concerning VIRILITY
HEALTH LTD Products, and shall refrain from disclosing, during the
term of this Agreement or at any time thereafter, any such information
to any person or persons, natural or corporate.
b. RESELLER acknowledges and agrees for all purposes that any registered
or unregistered trademarks, trade names, or identifying slogans
affixed to Products or any accompanying labels, containers, cartons,
and promotional literature constitute the exclusive property of
VIRILITY HEALTH LTD and shall not be used by RESELLER except in
connection with promoting and selling Products.
9. LIMITATION OF VIRILITY HEALTH LTD'S LIABILITY
a. RESELLER shall at all times act as an independent contractor
and shall not have any right or authority to make any representation
or warranty on behalf of VIRILITY HEALTH LTD, nor in any manner
to assume or create any obligation or responsibility, express or
implied, on behalf of, or in the name of, nor act for, nor bind
VIRILITY HEALTH LTD in any respect. RESELLER is not an agent nor
an employee of VIRILITY HEALTH LTD, nor is RESELLER a legal representative
of VIRILITY HEALTH LTD. Except as herein specifically provided,
RESELLER agrees to defend, hold harmless, and indemnify VIRILITY
HEALTH LTD with respect to any claim, action, suit, or other proceeding
asserted or instituted against VIRILITY HEALTH LTD arising out of
or related to any actions taken by RESELLER. RESELLER agrees not
to act in any manner or make any representation which would lead
any third party to consider that VIRILITY HEALTH LTD is in any way
responsible for the acts of RESELLER or that RESELLER is an agent
of VIRILITY HEALTH LTD. Except as provided by express written warranties
offered by VIRILITY HEALTH LTD, VIRILITY HEALTH LTD shall not be
responsible for the Product(s) after sale by VIRILITY HEALTH LTD
to the RESELLER.
b. Notwithstanding any provision contained herein to the contrary,
the maximum liability of VIRILITY HEALTH LTD to RESELLER, or to
any person whomsoever arising out of or in connection with any sale,
use, or other application of any Product delivered to RESELLER hereunder,
whether such liability arises from a claim based upon contract,
warranty, tort, or otherwise, shall not under any circumstance exceed
the actual amount paid to VIRILITY HEALTH LTD by RESELLER for the
Product delivered hereunder.
c. VIRILITY HEALTH LTD SHALL NOT BE LIABLE FOR ANY OF RESELLER'S
LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR LOSS OF DATA,
INTERRUPTION OF BUSINESS, NOR FOR INDIRECT, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT
OR OTHERWISE, EVEN IF VIRILITY HEALTH LTD HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS. In no case will VIRILITY HEALTH LTD be
liable for any representation or warranty made by RESELLER, or any
agent of RESELLER.
10. GENERAL PROVISIONS
a. ENTIRE AGREEMENT. This instrument contains the entire and only
agreement between the parties hereto relating to the subject matter
hereof and any representation, affirmation of fact, and course of
prior dealings, promise or condition in connection therewith or
usage of the trade not incorporated herein shall not be binding
on either party. This agreement supersedes any previous agreement
executed between the parties related to the subject matter hereof.
The rights and obligations contained herein shall inure to and be
binding upon the parties, their legal representatives, successors,
and permitted assigns.
b. ASSIGNMENT. Any assignment of this Agreement, or of any rights
or obligations hereunder, by the RESELLER or VIRILITY HEALTH LTD
without the written consent of the other party shall be void.
c. APPLICABLE LAW. This Agreement and matters connected with the
performance thereof shall be construed, interpreted, applied and
governed in all respects by the laws of the United Kingdom.
d. MODIFICATION. No change, modification, revision, discharge,
abandonment or waiver of this Agreement shall be binding upon VIRILITY
HEALTH LTD unless made in writing and signed on its behalf by an
authorised employee.
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