This Agreement is made between Quiver Time SRL(“Company”) and the Wholesale buyers of Quiver Time products (“Reseller”). “Effective Date” is the date of completing the online form on the Wholesale page on www.quivertime.com website.
1. APPOINTMENT OF RESELLER
1.1. Appointment. The Company hereby appoints the Reseller as a Reseller of the Company, to non-exclusively market, distribute, resell and support any of the Company Products to consumers in the Territory and the Reseller hereby accepts such appointment. “Territory” shall mean: United States.
1.2. Rights to Use Trademarks. During the term of this Agreement, Reseller is authorized by Company to use certain Company’s trademarks (“Company Trademarks”) solely in connection with the marketing, advertisement, and promotion of the Products. Use of any Company Trademark by Reseller will be allowed only in accordance with Company trademark policies in effect from time to time. Reseller agrees to cooperate with Company in facilitating Company’s monitoring and control of the nature and quality of Reseller’s use of Company Trademarks and shall promptly provide Company with a copy of all materials in which Reseller uses any of the Company Trademarks, before use.
Reseller has not paid consideration for the use of Company Trademarks, and nothing contained in this Agreement shall give Reseller any interest in any of them.
1.3. Reseller’s Marketing Costs. All costs relating to the marketing and distribution of the Products and Licenses by Reseller, shall be borne solely by Reseller. Reseller shall be fully responsible to obtain and provide for itself, at its own cost, with any and all licenses, permits, certificates and all other documentation and information required for the exportation and importation of the Products and its sales therein. Reseller will use its best efforts to promote the Products in accordance with this Agreement.
1.4. Reseller’s Limitations. Reseller shall:
(i) not represent that it possesses any proprietary interest in the Products;
(ii) not directly or indirectly, take any action to contest Company’s Intellectual Property rights or infringe them in any way;
(iii) not register, nor to have registered, any trademarks, trade names or symbols of Company (or which are similar to Company Trademarks);
(iv) not register any domain name using any of the Company Trademarks without Company prior written consent;
(v) not resell any Product via any discount online platform, such as Amazon, eBay or the like; and
(vi) resell the products to any customers Reseller does not in good faith believe to be end consumers of the Products.
1.5. Reserved Rights. This Agreement shall not be construed or understood as limiting or binding the Company, in any manner whatsoever. Without limiting the generality of the foregoing, Company is, and shall be, entitled, upon its sole discretion, to market the Products anywhere either directly or indirectly, and/or discontinue the distribution or licensing of the Product at any time, and to cancel upon a thirty-days’ prior written notice, any Reseller’s orders for such discontinued Product without liability of any kind.
1.6. Minimum Advertised Price Policy. Reseller agrees to abide by Company’s MAP Policy, attached hereto as Exhibit A.
2.1. License Payments. The Retail Prices for Products are set forth in on the Company’s website, subject to Reseller’s discount to be separately negotiated with the company. The Company may modify the Prices at any time, including changes to the Products and increases of prices, upon thirty (30) days’ prior written notice of the effective date of any such change.
2.2. Taxes. Prices in the Price List do not include any national, state or local sales, use, value added or other taxes, customs, duties or similar tariffs and fees that the Company may be required to pay or collect upon the delivery of Products or the collection of prices thereof. All such taxes or duties, other than taxes on the Company’s net income, will be paid by Reseller to the Company unless Reseller provides the Company with a valid certificate of exemption acceptable to the appropriate taxing or governmental authority.
2.3. Payment Terms. All the Company’s invoices will be paid by Reseller in two instalments: 50% before shipment and the difference 3 days after shipment, unless otherwise negotiated. Any late payments will be subject to a late payment charge at a monthly rate of 3% (or such lesser amount as is then the highest rate permitted under applicable law) to be paid each month on such unpaid amounts.
2.4. Product Discontinuance. The Company in its sole discretion may discontinue any Product and will provide a 30 day written notice thereof to Reseller.
3. PURCHASE ORDER PROCEDURE
3.1. PO’s. All purchase orders for Products are subject to acceptance by the Company. The terms and conditions of this Agreement and of the applicable the Company acknowledgment will apply to each order accepted or shipped by the Company hereunder. Any terms and conditions on the face or reverse side of Reseller’s purchase order which differ from, conflict with, or are in addition to the terms and conditions set forth in this Agreement shall be of no force or effect, unless the Company expressly agrees in a separate writing to be bound by such separate or additional terms and conditions.
3.2. Cancellation of Purchase Orders. Reseller may cancel any purchase order, without charge, by written notice to the Company at least thirty (30) days prior to shipment date. Reseller may reschedule any purchase order, without charge, by written notice to the Company at least ten (10) days prior to shipment date. Such reschedule may delay the shipment date up to thirty (30) days and any purchase order may only be rescheduled twice.
4.1. All Products will be shipped by the Company F.O.B. the Company’s point of shipment. Unless specified by Reseller in the purchase order, the Company will select the mode of shipment and the carrier. Reseller is responsible and will pay for freight, handling, insurance and other transportation charges, from the company’s warehouse to the Reseller address unless agreed to otherwise by Reseller and Company.
5.1. Obligations. Each party agrees that it will not disclose to any third party or use any Products or other Confidential Information disclosed to it by the other party, except to carry out its rights and obligations under this Agreement, and that it will take all reasonable measures to maintain the confidentiality of all Confidential Information in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. “Confidential Information” shall mean any proprietary information of the Company, designated as confidential or of a confidential nature, including but not limited to, all designs, concepts, scientific, algorithmic and structural
information; the Company’s information related to the source code; information of a business and commercial nature (such as financial and marketing information disclosed in any form or medium whatsoever) and the terms and conditions of this Agreement. Confidential Information will not include information that is in or enters the public domain without breach of this Agreement; is lawfully obtained by the receiving party without breach of a nondisclosure obligation; is independently developed or already in the possession of the receiving party as shown by the receiving party’s contemporaneous records; or, is required by law to be disclosed, provided that the receiving party gives prompt written notice of such requirement prior to disclosure.
6 PROPRIETARY RIGHTS
6.1. Products. The Products are and will remain the sole and exclusive property of the Company, whether the Products are separate or combined with any other products. The Company’s rights under this subsection will include, but not be limited to all Intellectual Property Rights in the Products. “Intellectual Property Rights” means all of the following:
(a) copyrights, including moral rights, registrations and applications for registration thereof;
(b) patents, patent applications and all related continuations, divisional, reissue, utility models, design patents, applications and registrations thereof, certificates of inventions;
(c) trade secrets and Confidential Information, know-how, manufacturing, designs, prototypes, enhancements, improvements, work-in-progress, research and development information;
(d) other proprietary rights relating to the foregoing.
6.2. Notices. Reseller will not delete or in any manner alter the Intellectual Property Rights notices of the Company and its suppliers, if any, appearing on the Products as delivered to Reseller. As a condition of the license rights granted to Reseller in this Agreement, Reseller will reproduce and display such notices on each copy it makes of any Product.
6.3. Reseller’s Duties. Reseller will take customary measures in the marketing and distribution of the Products to protect the Company’s Intellectual Property Rights in the Products, no less than the extent to which Reseller protects its Intellectual Property Rights in his Products, and will, to the extent lawful, report promptly to the Company any confirmed infringement of such rights of which Reseller becomes aware.
6.4. Third Party Infringement. The Company reserves the sole and exclusive right at its discretion to assert claims against third parties for infringement or misappropriation of its Intellectual Property Rights in the Products.
6.5. Trademark License. Subject to the terms and conditions of this Agreement, the Company grants Reseller a non-exclusive license for the term of this Agreement to use the the Company’s trademarks, trade names, service marks, and/or service names (“Marks”) in Reseller’s marketing of the Products, provided that such use is in accordance with the Company’s trademark usage guidelines then in effect. Such use must reference the Marks as being owned by the Company. Nothing in this Agreement grants Reseller ownership or any rights in or to use the Marks, except in accordance with this license, and Reseller’s use of the Marks will inure to the benefit of the Company. The rights granted to Reseller in this license will terminate upon any termination or expiration of this Agreement or otherwise by a written notice from the Company. Upon such termination or expiration, Reseller will no longer make any use of any Marks. The Company will have the exclusive right to own use, hold, apply for registration for, and register the Marks during the term of,
and after the expiration or termination of, this Agreement; Reseller will neither take nor authorize any activity inconsistent with such exclusive right.
7.1. Power and Authority. The Company warrants to Reseller that it has sufficient right and authority to grant to Reseller all licenses and rights that the Company grants under this Agreement.
8. LIMITATIONS OF LIABILITY
8.1. TOTAL LIABILITY. EACH PARTY’S LIABILITY FOR A BREACH OF THIS AGREEMENT UNDER THIS AGREEMENT WILL BE LIMITED TO THE PAYMENTS RECEIVED OR DUE FROM RESELLER UNDER THIS AGREEMENT.
8.2. EXCLUSION OF DAMAGES. EXCEPT IN THE CASE OF FRAUD, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
9. TERM AND TERMINATION
9.1. Term. The term of this Agreement will begin on the Effective Date and will continue for 12 months unless it is terminated earlier in accordance with the provisions hereof. If the agreement is not terminated by either party it shall automatically renew for an additional 12 months.
9.2. Events of Termination. Either party will have the right to terminate this Agreement for any reason or for no reason by giving 30-days’ notice to the other party.
9.3. Nonexclusive Remedy. The exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
9.4. Survival. The rights and obligations of the parties contained in Sections 5 (Confidentiality), 6 (Proprietary Rights), 8 (Limitations of Liability), 9 (Termination) and 10 (General) will survive the termination or expiration of this Agreement.
10.1. Binding Effect. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
10.2. Governing Law. This Agreement will be governed by and construed in accordance with the laws of Romania and the European Union. Any dispute or claim arising out of this Agreement will be resolved in the competent courts of Romania, which shall have sole and exclusive jurisdiction.
10.3. Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force.
10.4. Force Majeure. Except for payments due under this Agreement, neither party will be responsible for any failure to perform due to causes beyond its reasonable control (each a “Force Majeure”), including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, denial of or delays in processing of export license applications, fire, floods, earthquakes, accidents, strikes, or fuel crises, provided that such party gives prompt written notice thereof to the other party. The time for performance
will be extended for a period equal to the duration of the Force Majeure, but in no event longer than sixty days.
10.5. Notices. All notices under this Agreement will be deemed given when delivered personally, sent by confirmed facsimile transmission, or sent by certified or registered (air) mail or nationally-recognized express courier, return receipt requested, to the address shown below or as may otherwise be specified by either party to the other in accordance with this section.
10.6. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of Resellership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
10.7. Waiver. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.
10.8. Entire Agreement. This Agreement and its exhibits are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
The parties have caused this Agreement to be executed by their duly-authorized representatives as of the Effective Date.
MINIMUM ADVERTISED PRICING OVERVIEW
Quiver Time SRL has determined that its interests are best served through the adoption of a minimum advertised price (“MAP”) policy. This MAP policy is designed to
(1) protect reseller margins so that desirable pre-sales and post-sales services and infrastructure can be provided by our channel partners;
(2) support the Quiver Time SRL brand as a premium offering; and
(3) avoid destructive intra-brand channel conflict.
This policy has been unilaterally adopted by Quiver Time SRL and will be uniformly enforced.
Quiver Time SRL’s MAP policy does not in any way limit the ability of any dealer to advertise that “they
have the lowest prices “or they “will meet or beat any competitors price,” that consumers should “call for a price” or phrases of similar import as long as the price advertised or listed for the products is not less than MAP.
Dealer agrees to hold all trademarks of Quiver Time SRL as the property of Quiver Time SRL and use advertising materials provided by Quiver Time SRL in an authorized manner only. Intentional or repeated
failure to abide by this policy will result in termination of dealership or sales representatives.
Quiver Time SRL does not intend to do business with dealers or sales representatives who degrade the
image of Quiver Time SRL and its products.
Quiver Time SRL will not provide prior notice or issue warnings before taking any action under
MINIMUM ADVERTISED PRICE POLICY
The MAP for all Quiver Time SRL products shall be no more than 40% less than the published list price provided below. MAP pricing is established by Quiver Time SRL and may be adjusted by Quiver Time SRL at its sole discretion.
Dealer agrees to hold all trademarks of Quiver Time SRL as the property of Quiver Time SRL and use advertising materials provided by Quiver Time SRL in an authorized manner only. Intentional or repeated failure to abide by this policy will result in termination of dealership or sales representatives.
Quiver Time SRL does not intend to do business with dealers or sales representatives who degrade the image of Quiver Time SRL and its products.
Quiver Time SRL will not provide prior notice or issue warnings before taking any action under this policy.
2018 PRICE LIST
PRODUCT MSRP MAP
Quiver playing card case $/€/£44.9 $/€/£26.90
Apollo sleeves – 300 pack $/€/£16.9 $/€/£9.72
Dividers & separators pack $/€/£10.9 $/€/£6.54