TERMS AND CONDITIONS *
TERMS AND CONDITIONS FOR GRANT OF WHOLESALE DISTRIBUTOR
I. GRANT OF WHOLESALE DISTRIBUTOR
1.1 The WHOLESALE DISTRIBUTOR shall obtain a registration on the Website on providing the requisite information and complying with other formalities.
1.2 The WHOLESALE DISTRIBUTOR shall install the Products and provide demonstrations for use of the same on receipt of orders from Customers.
1.3 The WHOLESALE DISTRIBUTOR shall promote the Products on the Website.
1.4 The QUICKLAB hereby grants to the WHOLESALE DISTRIBUTOR, the non- exclusive right and license, and WHOLESALE DISTRIBUTOR undertakes the obligation to develop the Business and promote the Products, and to use solely in connection therewith, the Proprietary Marks of the QUICKLAB and the WHOLESALE DISTRIBUTOR in accordance with these Terms and Conditions.
1.5 The WHOLESALE DISTRIBUTOR shall promote and sell only the Products of the QUICKLAB on the Website.
II. PAYMENT TERMS
2.1 The QUICKLAB shall be entitled to a Royalty amount, which will be mutually decided by the Parties depending on the country and the state.
2.2 The WHOLESALE DISTRIBUTOR shall be entitled to discount amounts, which will be determined on the basis of the volume of sale of Products. The discount rates may vary depending on the country and the state, and shall be subject to deduction of taxes as applicable to each country.
The initial term of WHOLESALE DISTRIBUTOR shall be for a period of 5 years, which may be renewed for a further period on discussions between the QUICKLAB and the WHOLESALE DISTRIBUTOR.
IV. RESPONSIBILITIES OF THE QUICKLAB
4.1 The QUICKLAB shall make available to the WHOLESALE DISTRIBUTOR the requisite advisory assistance in the operation of the Business.
4.2 The QUICKLAB shall provide adequate guidance to the WHOLESALE DISTRIBUTOR in relation to the standards, specifications, procedures and techniques for the Business.
V. RESPONSIBILITIES OF THE WHOLESALE DISTRIBUTOR
5.1 The WHOLESALE DISTRIBUTOR is solely responsible for the operation of the Business, and understands and acknowledges that the QUICKLAB is not responsible for the operations of the same.
5.2 The WHOLESALE DISTRIBUTOR shall use only branded materials/Products approved by the QUICKLAB for the Business.
5.3 The WHOLESALE DISTRIBUTOR shall not create any branding materials without the prior approval of the QUICKLAB.
5.4 The WHOLESALE DISTRIBUTOR shall not make any amendments to the design or content of the Website of the QUICKLAB.
5.5 The WHOLESALE DISTRIBUTOR shall meet and maintain the highest governmental standards and ratings applicable to the operation of the Business.
5.6 The WHOLESALE DISTRIBUTOR shall operate the WHOLESALE DISTRIBUTOR Business in conformity with such uniform methods, standards, and specifications as the QUICKLAB may from time to time, suggest.
VI. PROPRIETARY MARKS
6.1 The WHOLESALE DISTRIBUTOR shall not use the Proprietary Marks of the QUICKLAB as part of the WHOLESALE DISTRIBUTOR's corporate or other business names.
6.2 The WHOLESALE DISTRIBUTOR shall not hold out or otherwise use the Proprietary Marks in such manner as might, in any way, make the QUICKLAB liable therefore, without the QUICKLAB's prior written consent.
6.3 The WHOLESALE DISTRIBUTOR acknowledges and expressly agrees that any and all goodwill associated with the Business, and identified by the Proprietary Marks used in connection therewith shall inure directly and exclusively to the benefit of the QUICKLAB, and is the sole property of the QUICKLAB.
VII. MANAGEMENT AND CONTROL
The management of and control over the Business shall reside with the QUICKLAB.
VIII. SUPPLY OF RAW MATERIALS TO THE WHOLESALE DISTRIBUTOR
The QUICKLAB reserves the right to fix any particular Vendor for supplying raw materials to the WHOLESALE DISTRIBUTOR.
IX. PAYMENT OF TAXES
The WHOLESALE DISTRIBUTOR shall promptly pay when due all taxes, accounts and other indebtedness of every kind incurred by the WHOLESALE DISTRIBUTOR in the conduct of the Business.
10.1 The WHOLESALE DISTRIBUTOR shall not communicate, divulge, or use for the benefit of any other person, persons, partnership, association, corporation or other entity, any confidential information, knowledge or know-how concerning the construction and methods of operation of the Business, which may be communicated to WHOLESALE DISTRIBUTOR, or of which the WHOLESALE DISTRIBUTOR may be apprised, by virtue of the WHOLESALE DISTRIBUTOR's operation of the Business.
10.2 The WHOLESALE DISTRIBUTOR shall divulge such confidential information only to such employees of the WHOLESALE DISTRIBUTOR as must have access to it in order to exercise the WHOLESALE DISTRIBUTOR Rights granted hereunder.
10.3 The obligations contained in these clauses shall survive the termination of the term of WHOLESALE DISTRIBUTOR.
The WHOLESALE DISTRIBUTOR shall indemnify, defend and hold harmless, the QUICKLAB for all claims, demands, losses, damages, liabilities, cost and expenses resulting from, or alleged to have resulted from the WHOLESALE DISTRIBUTOR’s breach of these Terms and Conditions.
12.1 These Terms and Conditions do not constitute the WHOLESALE DISTRIBUTOR an agent, legal representative, joint venturer, partner, employee or servant of the QUICKLAB for any purpose whatsoever. No fiduciary relationship is created between them.
12.2 Neither the QUICKLAB nor the WHOLESALE DISTRIBUTOR shall have any right to enter into any contract or commitment in the name of the other or to bind the other in any respect whatsoever.
XIII. TRANSFERABILITY OF INTEREST
13.1 Transfer by QUICKLAB: The QUICKLAB shall have the right to transfer or assign its interest in these Terms and Conditions to any person, persons, partnership, association, corporation, or other entity.
13.2 Transfer by WHOLESALE DISTRIBUTOR: The WHOLESALE DISTRIBUTOR understands and acknowledges that the rights and duties set forth in these Terms and Conditions are exclusive to the WHOLESALE DISTRIBUTOR. The WHOLESALE DISTRIBUTOR shall not sell, assign, transfer, convey, donate, pledge, mortgage, or otherwise encumber any direct or indirect interest in these Terms and Conditions without the prior written consent of the QUICKLAB.
XIV. MISCELLANEOUS TERMS
14.1 Modification of Terms and Conditions: These Terms and Conditions may be modified only by way of writing signed by both the QUICKLAB and the WHOLESALE DISTRIBUTOR.
14.2 Term: The WHOLESALE DISTRIBUTOR may be terminated by either the QUICKLAB or the WHOLESALE DISTRIBUTOR for breach or any other reason as mutually agreed between them by giving 60 days’ notice in advance.
14.3 Review of Terms and Conditions: The QUICKLAB snd the WHOLESALE DISTRIBUTOR may review these terms and conditions from time to time by mutual consent in addition to reviewing the commercial terms.
14.3 Effects of Termination: Upon termination or expiration of the WHOLESALE DISTRIBUTOR, all rights granted herein shall forthwith terminate, and:
14.3.1 The WHOLESALE DISTRIBUTOR shall immediately cease to operate the Business, and shall not thereafter, directly or indirectly, represent to the public that the WHOLESALE DISTRIBUTOR Business is still in operation.
14.3.2 The WHOLESALE DISTRIBUTOR shall immediately and permanently cease to use, by advertising or in any manner whatsoever, the equipments, methods, procedures, and the techniques associated with the Business, the QUICKLAB's Proprietary Marks, and the QUICKLAB's other trade names, trademarks and service marks associated with the Business.
14.3.3 The WHOLESALE DISTRIBUTOR agrees that in the event the WHOLESALE DISTRIBUTOR continues to operate or subsequently begins to operate other businesses, they will not use any reproduction, counterfeit, copy, or colorable imitation of the Proprietary Marks of the QUICKLAB in conjunction with such other business.
14.3.4 The WHOLESALE DISTRIBUTOR shall immediately pay all pending payments to the QUICKLAB and its subsidiaries and affiliates.
14.4 Governing Law & Jurisdiction: The rights and duties of the QUICKLAB and the WHOLESALE DISTRIBUTOR arising from or relating in any way to the subject matter of these Terms and Conditions shall be governed by and construed with solely in accordance with the laws of India in every particular manner, including formation and interpretation. The Courts of Tamil nadu will be the Courts of appropriate jurisdiction to file law suits.
14.5 Force Majeure: Neither Party is liable for failure to perform, or for a delay in performing, any of its responsibilities insofar as the performance of such obligations is prevented by a Force Majeure Event.