Bright Boss Agreement
Reseller/ Distributor Agreement (the “Agreement”) is effective immediately after confirmation from both parties.
This agreement is BETWEEN: Trebor General Merchandise Corp. (TGMCo), a corporation existing under and by virtue of the laws of the Philippines, principal office located at Ocean Park BO Sauyo Rd, Novaliches, Quezon City, and any other affiliates and/or entities that (the directors of TGMCo) have an interest and are engaged in (herein referred to as “Company”) AND the Reseller/ Distributor, who is of legal age, a resident of the Philippines.
Company appoints Reseller/ Distributor and Reseller/ Distributor accepts appointment as an independent non-exclusive reseller and sell Company products (“Products”).
Depending on the Entry prices dictated by the Company and availed by the Reseller/ Distributor, the Reseller/ Distributor may be given a territorial responsibility by the company.
- Products Covered
Company Products means the products agreed to between the parties from time to time with any exclusions, additions or discounts Company may make. The company disclaims all forms arising from all forms of defects, negligence, and/or misuse of products.
Reseller/ Distributor must submit list of sub-resellers for approval by the Company.
- Company Sales Activities
Company reserves the right to appoint additional Reseller/ Distributor and to sell directly to anyone.
- OBLIGATIONS OF RESELLER/ DISTRIBUTOR
- Marketing and Product Support
Reseller/ Distributor must use reasonable efforts to market and sell Company Products and must comply with the policies, programs, and requirements regarding marketing and product support as may be communicated by Company to Reseller from time to time; provided, however, that in order to avoid conflict among Company’s distribution channels, all such marketing and sales efforts require prior authorization from Company.
Reseller/ Distributor must adhere to the reseller advertising policies and programs as may be communicated by Company to Reseller/ Distributor from time to time.
Reseller/ Distributor may order from Company by message, website, or email.
- Company will not be obligated to accept any order from Reseller/ Distributor in an amount less than the minimum requirement amount.
- Company will endeavor to fill all orders from Reseller/ Distributor insofar as it is practicable and consistent with Company’s schedule to do so, provided that in the event of its failure to fill all or part of any order, Company will not be to any extent liable or responsible therefor.
- Company reserves the right to make changes and modifications in specifications, construction, or design of the Products, or any of them, at any time, and any Products so modified must be accepted by Reseller/ Distributor as standard construction in fulfillment of existing orders. Company will not be required to retrofit any Product previously delivered to Reseller with any modifications.
- Company reserves the right to discontinue any Products at any time without notice to Reseller/ Distributor.
Reseller/ Distributor is responsible of payment of all shipping and handling fees for delivery of Products unless specified by the Company.
- PRICES AND PAYMENTS
- Reseller’s/ Distributor’s Purchase Price
Prices for Company’s Products purchased hereunder must be agreed to from time to time. Such prices do not include any taxes, fees, shipping costs, insurance or other levies unless specified by the Company.
- Price Changes
Company may at any time change Company Product pricing or the Reseller’s / Distributor’s purchase price without notice or liability, but any order acknowledged and accepted by Company before price change takes effect and must be invoiced at the previous price.
- Price Compliance
Market price will be dictated by the Company and it must be complied with the Reseller/ Distributor.
- Payment Terms
Company requires 100% payment first for goods.
- RETURNS AND LIMITATIONS OF LIABILITY
Company will not accept any returns or refunds for products that are marked as “Final Sale”. Company will only accept returns for defective Products in accordance with the Company’s Rules. In no way will the company (or its licensors) be liable for any loss of profit or any other commercial damage, including but not limited to special, incidental, consequential, punitive or other damages.
- CONFIDENTIALITY & DISCLAIMER
- Confidential Information
Prior to and during the Term hereof, Company may convey to Reseller/ Distributor propriety and confidential information about Company Products, services, strategy and analysis. Reseller/ Distributor must not disclose to any third party any such information market CONFIDENTIAL, PROPRIETY, STRICTLY PRIVATE, or INTERNAL DATA, or which, though not so market, could reasonable be construed as confidential or sensitive, such as the terms of this Agreement (all collectively “Confidential Information”), nor will it use any such Confidential Information for its own benefit, except as provided herein. Any reliance on such Confidential Information is at Reseller’s / Distributor’s own risk. Nothing in this Section grants or implies any rights by license, estoppel, or otherwise.
Baby Bright accepts NO responsibility or liability for any adverse consequences resulting directly or indirectly from the use of our products.
Individual customer experiences with Baby Bright products may vary with respect to both effectiveness, and potential adverse reactions. Results given in testimonials/reviews are from real people who have used Baby Bright products, but identical or similar results are not guaranteed. Individual results may vary depending on skin type, sensitivity, age, skincare products combinations, skincare history, as well as how the products are applied and stored.
Baby Bright is not liable for any individual reaction to any particular ingredient. Prior purchasing and using any product from Baby Bright, remember to carefully read all instructions, labels, ingredient lists, and follow the appropriate directions for use. If you have a specific skin condition, allergy or sensitivity, do not use ingredients that may trigger a reaction.
- TRADEMARKS, TRADE NAMES, INTERLLECTIUAL PROPERTY, AND COPYRIGHTS
Reseller/ Distributor acknowledges that Company and/ or its parent or affiliates are the sole and exclusive owners/ distributors of the trade/ brand name under the company and any abbreviations or variations thereof, and of any and all of Company’s trademarks, trade logos, copyrights, intellectual property, etc. (collectively “Trademarks”) as Company may unilaterally amend periodically (registered or not). Reseller agrees not to register, use, or counterfeit any mark(s) that are similar enough to be construed as Company Trademarks. Reseller acquires no rights to the Trademarks, and Reseller hereby assigns and transfers to Company all rights that it may acquire in and to the Trademark, whether by operation of law or otherwise.
- DISTRIBUTION RIGHTS
- Company has all rights necessary for it to market and distribute the Company Products.
- Reseller/ Distributor must sell Company Products with the full packaging intact. Reseller/ Distributor cannot sell products that are opened or modified.
- Reseller/ Distributor must not copy or reproduce any items under Company Products as their own.
- Reseller/ Distributor must promptly notify Company of any unauthorized use or copying of any Products and will take at Reseller’s expense (but at Company’s option and under Company’s control and direction) legal action to prevent or stop any unauthorized use or copying of any of the Products.
- Reseller/ Distributor cannot sell the products below the prices indicated by the Company.
- The company reserves the right to automatically and immediately terminate Reseller’s rights under this section.
- This Agreement will become effective immediately upon confirmation by the Reseller/Distributor and the Company unless terminated by either party for any other reason upon not less than thirty days (30) calendar days prior written notice to the other party.
- Without limitation, the following events will constitute grounds for immediate termination by the Company:
- If Reseller/ Distributor will file or have filed against it a petition in bankruptcy or insolvency or if Reseller/ Distributor will make an assignment for benefit of its creditors or if Distributor’s viability as a going concern should, in Company’s judgment become impaired;
- If Reseller/ Distributor degrades and places in bade repute the name and reputation of the brands under the company and the company expressly or by virtue of its methods of handling and/ or promoting the product(s);
- In the event that the Reseller/ Distributor fails to comply with the pricing set by the company.
- If Reseller/ Distributor fails to meet any other of its obligations hereunder;
- If Reseller/ Distributor fails to meet minimum monthly purchase goals/ quota set by the Company
- If conflicts of interests arises from misconduct of the Reseller/ Distributor.