HC24 Partner Agreement
WHEREAS The Company is the Exclusive Distributor of several AV & Home technology brands in The Federal Republic of Nigeria; and.
WHEREAS. The Dealer is experienced and well acquainted with the field of automation systems in The Federal Republic of Nigeria, and has the knowledge, the know-how, the means and the capabilities, to market install and support the Products in The Federal Republic of Nigeria as contemplated hereunder; and.
WHEREAS The Company wishes to grant the Dealer non-exclusive rights to sell install and support the Products in The Federal Republic of Nigeria; and
WHEREAS. The Company desires to sell, and the Dealer desires to purchase the Products pursuant to the terms and conditions of this Agreement; and
WHEREAS The Parties are willing to enter into this Agreement for the purpose of regulating their relationship with each other, all under the terms and conditions contained herein;
NOW, THEREFORE. in furtherance of the foregoing and in consideration of the mutual covenants and obligations set forth in this Agreement, the Parties hereby agree as follows:
The following terms used in this Agreement shall have the meanings set forth below:
1.1. "Affiliate" shall mean, with respect to either Party to the Agreement, any entity, which is controlled by such Party.
1.2. "Agreement" shall mean this Dealer Agreement and all appendices annexed to this Agreement as the same may be amended from time to time in accordance with the provisions hereof.
1.3. "Business Day" shall mean a day on which banks are open for business in The Federal Republic of Nigeria.
1.4. "Confidential Information" will have the meaning ascribed to it in Section 11 to this Agreement.
1.5. "Effective Date" shall mean the date on which the Agreement has been signed by both Parties.
1.6. "Intellectual Property" shall mean any patent, copyright, registered design, trademark or other industrial or intellectual property right in respect of the Products, and applications for any of the foregoing.
1.7. "Product(s)" shall mean the products as set out on Homeconnect24.com store.
1.8. "Purchase Order" shall mean the official documentation produced, and/or instructions given and forwarded to the Company as the authority to purchase the Products.
1.9. "Representatives" shall mean collectively the directors, officers, companies, members, employees, consultants, contractors, dealers, advisors and representatives of one of the Parties to the Agreement.
1.10. "Term" shall mean the period during which this Agreement is in effect, as more specifically set forth in Section 12 of this Agreement.
1.11. "Territory" shall mean The Federal Republic of Nigeria.
2. Dealership Terms
2.1. Subject to the terms of this Agreement, the Company hereby grants the Dealer the right to distribute and sell the Products within the territory during the Term.
2.2. The Dealership right is non-transferable, revocable and cannot be sold to third party.
2.3. The company will grant the dealer discount upon its purchases volume in a fiscal year:
Custom Integrator Dealers:
a. 20% Discount off List Price on HC24 Online store.
b. No minimum order quantity
c. Delivery subject to stock availability
d. Additional 5% discount on bulk orders above $10,000
e. 4 weeks delivery from confirmed order and payment.
3. Ordering and Supply of Products
3.1. During the Term, the Dealer may submit to the Company a written Purchase Order specifying the Products ordered, quantity of the Products ordered and the Product prices (the "Purchase Order").
3.2. Following receipt of the Purchase Order, the Company will issue a pro forma invoice to the dealer.
3.3. The Dealer shall pay following these payment terms:
100%- to be paid upon approval the Purchase Order.
3.4. Products shall be due to pick up within 4 weeks from Purchase Order approval and payment.
3.5. Collection of products shall be at the Company’s office address closest to the Dealer. Dealer shall take responsibility for any shipping/logistics beyond this point.
4.1. The prices for the Products are as specified on the HC24 online store.
4.2. The Company shall be entitled to modify the prices for the Products at any time. Any such amendment shall not affect Purchase Orders that have already been submitted to the Company prior to such amendment.
5. Training and Marketing
5.1. Upon Signing this agreement, Dealer will purchase marketing DEMO tool kits
5.2. The Dealer shall participate in a dealer Sales & Technical Training on the various HC24 products/brands as required in order to successfully access the brand and deliver uncompromised value to the customers.
5.3. The Dealer shall promote, market and sell the Products in the Territory using the, catalogues, advertising, promotional and selling materials, literature and information that is approved in advance by the Company.
6.1. The Dealer shall maintain an accurate record of (a) customers to whom the Dealer has sold the Products in the Territory; (b) the prices at which the Dealer has sold the Products in the Territory; and (c) the quantity of Products sold to each customer (the "Report"). The Dealer shall submit the Report to the Company on or before the 31st of each month via email to firstname.lastname@example.org
6.2. The Dealer shall keep the Company informed of conditions in the market for the Products in the Territory, and of competing products and the activities of the Company’s competitors in the Territory. The Dealer shall promptly inform the Company of any matters likely to be relevant in relation to the sale or use of the Products within or outside the Territory.
7. Technical Support
7.1. The Dealer shall be the primary party responsible for training its own representatives and customers in the installation and use of the Products according to the instructions and guidance that the Company has given to the Dealer. The Company will support the Dealer in its training and technical support efforts, providing but not limited to, technical manuals and bulletins, training videos and remote and phone call support.
8. Warranties, Indemnification and Limitation of Liability
8.1. Each party hereby represents and warrants to the other that: (a) it has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder and has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and (b) the execution and delivery of this Agreement and the performance of such party's obligations hereunder (i) do not and will not conflict with or violate any requirement of applicable laws or regulations, and (ii) do not and will not conflict with, or constitute a default under, any contractual obligations of it.
8.2. The Dealer represents and warrants that it possesses the funds, experience, skills and resources required to carry out its obligations hereunder.
8.3. The Company’s warranty for the Products is one(1) year from date of purchase from Company.
8.4. The Warranty shall not apply to the extent that (a) the Dealer, any of the Dealer’s Representatives or Affiliates, their successors, assigns and/or customers fail to carry out proper handling, operating, installation, testing, service and checkout of the Products and/or to follow Company’s reasonable instructions or advice with respect to any of these matters; (b) the Dealer, any of the Dealer’s Representatives or Affiliates, their successors, assigns and/or customers make any modifications to the Products which are not approved in writing by Company; (c) any alleged defect arises out of Company’s compliance with any written request, instruction, design change, drawing or specifications specifically furnished or imposed by the Dealer upon the Company; or (d) any alleged defect and any resulting liability, loss, expense, damage or cost is found to arise from any act by the Dealer, any of the Dealer’s Representatives or Affiliates, their successors, assigns and/or customers of the Product.
8.5. The Company shall not be liable for any special, incidental or consequential damages, loss of profits, revenues or business, cost incurred, loss of use or of data, interruption of business, nor for any other direct or indirect damages arising, directly or indirectly, in connection with the Products, even if the Dealer has been advised of the possibility of such loss. In any event, the Company's total liability incurred under this Agreement shall not exceed the aggregate purchase price of Products under this Agreement allocable to Products that give rise to the claim.
8.6. Each Party agrees to indemnify and hold harmless the other Party and/or its Representatives and/or its Affiliates and to keep them indemnified against any and all damages, loss, claims, demands, expenses (including legal and professional expenses), costs and liabilities which the other Party may at any time incur as a result of any breach by the other Party of its obligations, representations and warranties under this Agreement.
9. Intellectual Property
9.1. Nothing in this Agreement shall give the dealer any rights in respect of any trade names or trademarks used by the Company in relation to the Products or of the goodwill associated therewith, and the Dealer hereby acknowledges that, except as expressly provided in this Agreement, it shall not acquire any rights in respect thereof and that all such rights and goodwill are, and shall remain, vested in the Company.
9.2. The Dealer shall, at the expense of the Company, take all such steps as the Company may reasonably require to assist the Company in maintaining the validity and enforceability of the Intellectual Property of the Company during the Term of this Agreement.
9.3. Without prejudice to the right of the Dealer or any third party to challenge the validity of any Intellectual Property of the Company, the Dealer shall not do or authorize any third party to do any act which would or might invalidate or be inconsistent with the Intellectual Property of the Company or shall not omit or authorize any third party to omit to do any act which, by its omission, would have that effect or character.
9.4. The Dealer shall promptly and fully notify the Company of any actual, threatened or suspected infringement in the Territory or of any Intellectual Property of the Company which comes to the Dealer’s notice, and of any claim by any third party so coming to its notice that the importation of the Products into the Territory, or their sale therein, infringes any rights of any other person, and the Dealer shall at the request of the Company (a) obtain for the Company the sole right to settle or defend any such claim and/or to take charge of any litigation or other form of dispute resolution in connection therewith; (b) do all such things as may be reasonably required to assist the Company in taking or resisting any proceedings in relation to any such infringement or claim; and (c) take no steps on its own without the Company’s prior written approval.
10. Confidential Information
10.1. Any information provided by either Party (the "Disclosing Party") to the other Party (the "Receiving Party") hereunder, including any information embodied in the Products, shall be deemed Confidential Information.
10.2. The Confidential Information will be used by the Receiving Party solely for the purpose of this Agreement and will be received and held in confidence by the Receiving Party, subject to the provisions of this Agreement. The Receiving Party further undertakes that it shall not, nor shall it permit any third party to develop, research, analyze, decompile, disassemble, reverse engineer (or the like), any tangible product or media which constitutes, contains, records or in any way documents or embodies Confidential Information, and shall not remove, overprint or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any originals or copies of Confidential Information.
10.3. Once any Confidential Information is provided by the Disclosing Party, the Receiving Party shall cause its Representatives (a) not to deliver, divulge, disclose or communicate, or permit to be delivered, divulged, disclosed or communicated, to any third party, directly or indirectly, any Confidential Information, (b) to disclose or give access to, or permit to be disclosed or given access to, any such Confidential Information, other than those of its Representatives that have a need to know such Confidential Information for the purpose of performing the Receiving Party's obligations under this Agreement, (c) to ensure that such Representatives keep the Confidential Information confidential, and (d) to take all other reasonably necessary or advisable actions to preserve the confidentiality and security of the Confidential Information.
10.4. The Receiving Party will not disclose, divulge or reveal the Confidential Information to any third party whatsoever except for its employees and/or representatives who are bound by similar written confidentiality obligations, and the Receiving Party warrants and undertakes that it shall remain liable for those employees and/or representatives maintaining absolute confidentiality with regard to all Confidential Information.
10.5. The foregoing restrictions contained in Section 10.2 shall not apply to Confidential Information that (a) is or becomes generally known to the public through no fault of the Receiving Party or its Representatives, (b) is disclosed to the Receiving Party without obligation of confidentiality by a third person who has a right to make such disclosure and the Receiving Party is able to document the independent source.
10.6. The Receiving Party will be able to disclose Confidential Information under this Agreement if required by any governmental authority, or pursuant to any applicable law, regulation, or judicial order, provided that it shall notify the Disclosing Party in advance of any such disclosure and shall only provide the Confidential Information specifically required and to the extent required.
10.7. The Receiving Party acknowledges that breach of any of the provisions of this Section 11 may cause the Disclosing Party irreparable damage for which monetary damages alone would not be an adequate remedy. Accordingly, the Disclosing Party is entitled to obtain injunctive relief against the breach or threatened breach of this Section 11 by the Receiving Party, without the necessity of proving actual damages, in any court of competent jurisdiction in addition to any other remedies that may be available.
10.8. The obligations of confidentiality hereunder shall remain effective during the Term or any Additional Term of this Agreement and for 5 (five) years thereafter.
11. Term, Termination and Renewal
11.1. This Agreement shall commence upon the Effective Date and shall remain in full force for 1 (one) year and will be renewed automatically for additional 1 (one) year, unless terminated pursuant to the provisions of this Section 12 and section 2.2 (the "Terms").
11.2. Each of the Parties hereto shall be entitled to terminate this Agreement forthwith in any event given a 30-day written notice.
11.3. The Parties shall hold a Bi-annual review meetings from the Effective Date in order to review the relationship, the quantity of Products purchased, the payment terms and the terms and conditions for any Additional Term(s).
12. Force Majeure
12.1. The Company shall not be responsible for suspension of its performance under the Agreement if such suspension is caused by fire, flood, epidemics, quarantine restrictions, strikes, lockouts or other labor disputes, freight embargoes, severe weather, riots, terrorism, acts of war, acts of God or the public enemy or compliance with applicable laws, rules or regulations of any governmental authority or by compliance with any order or decisions of any court, board or other governmental authority, problems with supply of components for Products, or by any cause beyond the reasonable control of such Party, whose effects are not capable of being overcome without commercially unreasonable expense to such Party.
12.2. If, as a result of Force Majeure, the Company is unable to supply sufficient Products to meet the Dealer’s demands, the Company shall inform the Dealer of such reduction in production of Products and the Company’s performance hereunder shall be delayed for the duration of the Force Majeure.
13. Governing Law and Jurisdiction
13.1 Governing Law. This Agreement will be construed and enforced in accordance with the laws of The Federal Republic of Nigeria, without regard to its principles of conflict of laws.
This Agreement shall not be assignable or transferable by the Dealer, whether voluntarily or involuntarily or by operation of law, in whole or in part, to any third party. The Company shall be entitled to assign and/or transfer its rights and/or obligations hereunder to any third party, provided that the Dealer’s rights hereunder shall not be injured as a result of such assignment.
The provisions of the Agreement are deemed to be several and any invalidity of any provision of the Agreement will not affect the validity of the remaining provisions of the Agreement.
The Agreement shall inure to the benefit of and be binding upon each of the Parties and their respective permitted successors and assigns.
For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing, shall be deemed to have been duly given when received and may be sent by personal delivery, email, facsimile or sent by express courier (prepaid and addressed to the respective addresses set forth below or last given by each Party to the other) with a proof of receipt. The Parties' respective initial addresses for purposes of receiving notices pursuant to this Agreement shall be as follows:
If to COMPANY, to:
Attn Toochukwu Onyemelukwe
Cellphone: +234 808 6662168
18. Amendment, No Waiver
18.1. This Agreement cannot be amended, changed, modified or supplemented orally, and no amendment, change, modification or supplement of this Agreement shall be recognized nor have any effect, unless the writing in which it is set forth is signed by both Parties, nor shall any waiver of any of the provisions of this Agreement be effective unless in writing and signed by the Party to be charged therewith.
18.2. The failure of either Party to enforce, at any time, or for any period of time, any provision hereof or the failure of either Party to exercise any option herein shall not be construed as a waiver of such provision or option and shall in no way affect that Party's right to enforce such provision or exercise such option. No waiver of any provision hereof shall be deemed to be, or shall constitute, a waiver of any other provision, or with respect to any succeeding breach of the same provision.
19. Relationship of the Parties
The relationship between the Parties established by the Agreement shall be solely those of a vendor and vendee, and all rights and powers not expressly granted to the Dealer herein are expressly reserved by the Company. Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of employer and employee between the Parties or allow either Party to assume any obligation on behalf of the other Party for any purpose whatsoever.
20. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements, oral or written, between the Parties with respect to the subject matter hereof. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made either Party which is not expressly set forth in this Agreement.
This Agreement may be executed in counterparts or duplicate originals, both of which shall be regarded as one and the same instrument, and which shall be the official and governing version in the interpretation of this Agreement.
As Witness this Agreement has been executed by the Parties
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