Distributor terms and conditions
These Terms and Conditions of Use govern your purchases from JDG DEVELOPMENTS LIMITED Ltd and your use of the www.spyntex.com website and any other proprietary information.
JDG DEVELOPEMENTS LIMITED Ltd. (hereinafter referred to as the “Vendor”), incorporated and functioning under the laws of the United Kingdom, company code 07656288, having its office at 89a High Street, Yarm, Cleveland, England, TS15 9BG, represented by the Director John Lightfoot, acting in accordance with the Articles of association of the Company, as one Party,
(Company’s details from application form], (hereinafter referred to as the “Distributor”), as the other Party,
hereinafter in this contract collectively referred to as “The Parties” and individually – as “The Party”, have agreed and concluded this agreement (hereinafter – “The Agreement”):
SUBJECT OF THE AGREEMENT
- The Distributor, acting in the best interest of Vendor, undertakes to mediate for the Vendor in the conclusion of the contracts (hereinafter – “Contracts”) for sale, supply and distribution of all products that are presented on the Vendor’s web page www.spyntex.com trademarks SPYNTEX (hereinafter – the “Products” and Trademarks”) with buyers or potential buyers, distributors (hereinafter – the “Customers”) of The Vendor’s, and to fulfil other obligations, provided for in The Agreement, which are related to the conclusion of the Contract. The Vendor undertakes to pay to the Commercial Agent a commission payments, as set forth in the Appendix No 1 to the Agreement.
- CONCLUSION OF CONTRACTS
- According to this Agreement, the Vendor will sell the Product to the Distributor according to the terms; (product price, order and delivery terms) which are specified on the Vendor’s web page spyntex.com.
- OBLIGATIONS AND RIGHTS OF THE DISTRIBUTOR
- Distributor obligates:
- To execute the direct sales to the end customer, to search actively for Customers and partners, willing to resell Vendor’s products;
- Where necessary to adapt product and marketing information to suit the specific market requirements and to provide all necessary information to any third parties that are willing to resell Vendors products;
- To provide potential clients with information about prices, delivery schedules, terms and conditions, according to the Vendor’s brand book or image standards;
- To perform loyally and always act in the best interests of the Vendor;
- To protect the business reputation of the Vendor;
- To immediately inform the Vendor about any cases of plagiarism or other circumstances and activities that could potentially Vendors business.
- Distributor obligates:
- OBLIGATIONS OF THE VENDOR
- The vendor obligates:
- To fulfil orders and provide the products according to the specification, terms and conditions which are specified in this agreement and on the Vendor’s web page spyntex.com.
- To provide access to the product marketing documentation.
- The vendor obligates:
- OFFERS, CONTRACTS AND COMMUNICATION WITH THE CUSTOMERS
- While negotiating with Customers and/or reselling the product, the Distributor shall offer Products under the brand name SPYNTEX strictly in accordance with the terms and conditions of the Vendor which are specified on the Vendor’s web page spyntex.com.
- PRODUCT, PRICE, ORDER, DELIVERY TERMS AND OTHER PRODUCT INFORMATION
- This agreement covers the full Product range under the brand name SPYNTEX – full product descriptions and prices are listed on the official web site spyntex.com
- Product prices offered for distributors are ex-works, taxes and shipment costs are excluded.
- Delivery terms after the order confirmation are up to 9 months (depending on the project development).
- Order confirmation requires a 20% advance payment according the pre-payment invoice. The full balance of the order value is to be paid prior to product dispatch.
- A certificate of materials and trademark and design protection certificates will be provided along with the product.
- The Product Warranty period is in accordance with the EU requirements and other specific product information shall be provided in the SPYNTEX manual book delivered together with the product.
- USE OF TRADEMARKS AND CONFIDENTIALITY
- The Distributor shall use the Vendor’s Trademarks, but only for the limited purpose of advertising and promoting the sale of the Products and identifying himself as Distributor of the Vendor’s products.
- The right of the Vendor to use Trademarks, as granted under the article 7.1. here-above, shall cease upon the expiration or termination, for any reason, of this Agreement.
- The Vendor represents and warrants that the production and distribution of the Products covered by the provisions of this Agreement does not infringe upon third party’s licensed patent rights, rights related to designs, trademarks and copyrights.
- The Parties agree that, upon the conclusion of the Agreement, during the Agreement period and at the end of the Agreement no Party will disclose confidential information to any third party without the written consent of the other Party. Parties also agree that they will not create circumstances that would allow for confidential information to be disclosed, transferred or passed on to third parties in any other way on purpose or unintentionally.
- Confidential information is any information, expressed in any way (written, oral, electronic or visual), which Parties exchange upon the conclusion of the Agreement and during the Agreement period and which is related to Parties’ business, trade secrets including but not limited to; information, related to rights and obligations of the Parties; this Agreement, it’s part, copies and other information, related to this Agreement.
- FORCE MAJEURE
- The Party shall be exempted from liability for non-performance of this Agreement if he proves that non-performance of this Agreement was due to the circumstances which were beyond his control and could not have been reasonably expected by him at the time of the conclusion of the agreement, and the arising of such circumstances or consequences thereof could not be prevented. In the event where the impedimental circumstance is temporary, the non-performing party shall be exempted from liability only for such a period which is reasonable taking in regard the effect of that impedimental circumstance on the performance of the Agreement.
- The Party who failed to perform an Agreement shall be obliged to inform the other Party about the force majeure circumstance and its influence on the possibility to perform the Agreement.
- In the event where the notice is not received by the other Party within a reasonable time after the non-performing Party became or should have become aware of the impedimental circumstance, he shall be bound to compensate damages resulting from the non-receipt of the notice.
- VALIDITY AND TERMINATION OF THE CONTRACT
- The Agreement enters into force from the day proceeding the advance payment for the first order and is valid 6 month after the last order was fulfilled. If the Parties agree, The Agreement can be extended.
- The Parties have a right to terminate this Agreement only under the basis set in this Agreement.
- Notwithstanding the above, either party may terminate this Agreement upon 14 (fourteen) days written notice in the following cases:
- i) if the other party suspends the payments, enters into liquidation or goes bankrupt;
- ii) it grossly neglects its other contractual obligations or continuously violates the obligations under this Agreement and, despite receiving written warning notice by the other party, fails to discontinue such violations or provide remedy for such violation within reasonable time.
- APPLICABLE LAW AND DISPUTE RESOLUTION
- The law of the Republic of Lithuania shall be applied to The Agreement, i.e. The Agreement shall be governed by and construed in accordance with the laws of the Republic of Lithuania.
- All disputes arising from this Agreement shall be settled in the way of negotiations.
- In case the dispute between the Parties cannot be settled in the way of negotiations, it shall be settled in Vilnius district court or in Vilnius regional court according to the jurisdictional rules of the Code of Civil Procedure of the Republic of Lithuania.
- FINAL PROVISIONS
- Parties undertake to inform each other about the changes of their headquarters’ address, company name or bank account.
- Any changes or additions to this Agreement must be made in written form and must be signed according to the rules by both Parties and their representatives.
- The Parties confirm that they have read The Agreement, understood its contents and consequences, signed The Agreement as corresponding to their goals and signed on the previously mentioned date.
- The Agreement is concluded in English.
- The Agreement contains the entire Agreement of The Parties with respect to the subject matter of The Agreement, and supersedes all prior negotiations, agreements and understandings with respect thereto.
- If certain questions have not been regulated in the Agreement, it shall be solved according to the principles upon which the Agreement has been constructed.
- CONTACT ADDRESSES AND SIGNATURES
JDG DEVELOPEMENTS LIMITED
Private limited Company (LTD)
Company number: 07656288
VAT Number: 266766751
Address: 89a High Street, Yarm,
Cleveland, England, TS15 9BG
Director : Ligfoot John
Appendix No. 1 “General terms and conditions”
Once the Vendor have received the order from the Distributor, confirmation of the order together with the Agreement will be sent to the Distributor’s email address. It is therefore important that you enter the correct e-mail address and all other company details when submitting your order. We recommend saving this email in order to facilitate any contact with customer service you may have in the future.
Advance payment via bank transfer should be completed within 5 working days as it is indicated on the pre-payment invoice, otherwise the order will be automatically canceled.
The Vendor holds the right to correct prices on all orders as well as final sales where they do not comply with agreed or declared pricing. If a price is incorrect, this may compel the Vendor to cancel the purchase and refund any amount paid. This can be performed at any time.
The Vendor maintains the right to increase the prices at any time and without prior warning. These price increases will not affect the orders that have been already confirmed (by advance payment) within the period mentioned in the prepayment invoice.
Products are covered by a Warranty term of two years from the date of purchase. This warranty covers manufacturing defects on the product itself.
This warranty states that you can receive a free replacement in accordance with the specified terms set forth herein and shall not restrict any lawful right of the Customer.
To apply for a replacement under this warranty you need to specify your company name, address, invoice number and product serial number. In addition sufficient pictures of the defective merchandise and a detailed description of the issue at hand must be provided. Our quality service manager will contact you within 24hours.
Defective products returned to the Vendor should be treated as if they were faultless. It is in all types of returns extremely important that the product is packaged in such a way that it cannot be damaged during transit.
The Vendor has the right to replace defective goods with goods of the same model. If the item has been discontinued, the customer will receive a full refund.
This warranty does not apply:
- to products that have been stored, assembled or installed incorrectly;
- in case of failure or damage caused by unjustifiable repair or modification;
- when used inappropriately, abused, misused, altered, or cleaned using the wrong cleaning methods or cleaning products.
- to normal wear and tear, cuts or scratches, or damage caused by impacts or accidents.
- if the product has been placed/used in the extreme environmental conditions / not according to the instructions.
- in case of failure or damage caused by fire or water, or natural disaster such as, for example, an earthquake
Please Note that repair/replacements which are not covered by this warranty will be charged.
The Vendor has the right to adjust prices, involve additional cost and change product information such as product pictures and offers without notice. The product images and information texts available reflect the product as much as possible. We accept no material liability for any errors that may appear on the page and cannot guarantee that all pictures accurately reflect the true appearance of the product. The pictures may differ depending on the color settings in your computer. All pictures should be seen as illustrations only, and do not guarantee correct appearance and characteristics.
90 days before order fulfilment the Vendor shall send the exact colour samples to the Distributor in relation to that order. The Vendor will provide a variety of 6-9 colors that will fit to the seasonal trends and market demand. The Distributor will have 30 days to decide and approve the colour choice for each product set.
30 days before the goods are ready for dispatch (the complete order fulfilment) orders the Vendor will inform the Distributor about the order status and will send the payment reminder. Final preparations for shipment shall be completed within 5 days after the final payment is received.
Cancellations are not valid until the Distributor has confirmed with the Vendor either by email or telephone. If a product has been discontinued, the Vendor has the right to cancel the order and refund the paid amount to the customer. The Vendor will notify the customer of a replacement or equivalent products if available.
It is important that the Distributor carefully checks products on receipt of the shipment in order to verify that the products are correct and not damaged. If the products are damaged due to transportation, whether the damage is visible or hidden, it should be reported to the carrier. If products are damaged or does not match the ones that have been ordered the customer shall contact the Vendor within 7 days from receiving the products.
Any complaints shall be made to our customer service through our contact form on the contact page.
The Vendor shall be exempt from liability for damages and other penalties on the performance of the contract prevented, hindered or delayed by circumstances beyond our control. Such circumstances include but are not limited to government intervention, new / amended legislation, war, fire, flood, labor disturbance, prohibitions, restrictions, sabotage, poor transport or weather conditions or lack of delivery from suppliers and exposure to criminal activity that affects the Vendors activities.
INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights, such as trademarks and copyright, on the website and in the material published on it are owned by JDG DEVELOPMENTS LIMITED Ltd or its subsidiaries or licensors. Any use of the site or its content, including copying or storing such content in whole or part, other than for your own personal, non-commercial use, is prohibited without the permission of the Vendor.
The www.spyntex.com website may include user generated content from for example social media applications. The Vendor does not claim any ownership rights of such content (images, photos and videos etc.) and takes no legal responsibility for it. In the case when a Distributor suspect a violation of copyright, or any other right, or otherwise is offended by such content, please contact the Vendor’s customer service.
RETENTION OF TITLE
All products remain in the Vendors property until full payment is made.
All attempts at fraud reported to the police and the Vendor reserves the right to cancel the purchase if any suspicion is raised.
GOVERNING LAW AND JURISDICTION