| BETWEEN: | Ignis LLC (the "Supplier"), a corporation organized and existing under the laws of Russian Federation, with its head office located at: 109147 Russia, Moscow, Marxistskaya str., 34, building 10, office 6A Tel.: +7 495 432 22 34; Registration data: OGRN 1117746336070, TIN 7727748850, KPP 770901001. |
| AND: | "Vendor", the one who places and sells the supplier's products on his website. |
Hereby agree as follows:
Vendor wishes to sell and promote the products offered by the Supplier on their web site and agrees to give all sales and/or orders resulting from the previously mentioned products solely to Supplier without question or reservation.
1. Term
Vendor and Supplier agree that the term of the Agreement shall commence on its above written effective date and shall continue for a period of 6 months, and for as long thereafter as it is mutually agreed between Vendor and Supplier.
2. Cancellation
If Vendor or Supplier is not satisfied with the program defined by this Agreement, and the results thereof, either party may terminate this Agreement by providing thirty (30) days written notice to the other aforementioned party. This Agreement can also be canceled immediately in case of Vendor becoming a wholesale customer to Supplier.
3. Supplier's Role
Supplier will provide product fulfillment for all sales obtained by Vendor in regards to any images of products supplied by Supplier. Supplier is not involved in the actual transaction between the Vendor and the Customer. Supplier is not the agent of either the Vendor or the Customer.
Supplier retains all rights to all images of products provided and retains the right to prohibit the use of any and all images provided. Vendor may not use any of the images contained within the provided photos for any other purpose other than to gain sales, which will be given to the Supplier.
Vendor may not use any images provided in any other medium than the specified website without prior written consent of Supplier.
4. Orders
The Vendor must submit his dropship orders via email at [email protected] with a copy to [email protected]. Orders will be processed the next business day after being received.
5. Order Confirmation
When Supplier receives the email, Vendor will receive an email reply that the order has been received and processed.
6. Stock availability
All the items ordered within this agreement are on backorder. After placing the order, there must be considered a manufacturing time up to 14 days from the day Vendor receives the email with order confirmation.
7. Billing
Supplier will invoice vendor in 1 day after receiving the order from the Vendor. Items will not be manufactured until the payment is done (payment term 2 days).
8. Shipping
All orders will be shipped by Supplier to Customer between 3 to 5 business days after the products are manufactured and tested within the period specified in paragraph 6 of this Agreement.
9. Fees and Charges
Supplier will provide Vendor with a detailed listing of all items shown in the photos along with, but not limited to, the price they will be charged for each item and all other charges which may be due in affiliation with each item. Supplier will also provide Vendor with the suggested retail price (which is the Minimum Advertised Price), but not does not promise or suggest those prices to be the best price for Vendor’s web site.
The Supplier will pay all charges for the delivery directly to the Customer. The price the Vendor charges for each item will be left solely to the Vendor’s discretion. The Drop Shipping Fee is calculated as % of the product price.
10. Sales and Tax
Vendor agrees that it is the sole responsibility of Vendor to collect, report and remit all taxes to the correct tax authority for all business transactions, sales or revenue stemming from the sales of the Supplier’s products. Vendor further agrees that Supplier is not obligated to determine whether a sales tax applies and is not responsible to collect report or remit any tax information arising from any transaction involving the images or photos provided.
11. Return policy
Supplier will provide a 30-day return policy during which a Customer may return an item that is undamaged (at their own expense). Supplier will also provide a return/exchange policy for any damaged or defective items (on expense of Vendor) as long as any claims are placed within the agreed upon 30 days of the item being received. Supplier will provide 2 years warranty for the products in case of production defect, with delivery to the Supplier at the expense of the Customer or on expense of Vendor.
12. Wrong address
Supplier will charge the Vendor any and all is associated with a wrong address provided. If the apartment/suite number is not included or a bad postal code is provided and reshipping is required, there will be a re-shipping charge equal to the original shipping charge added to the Vendor’s account.
13. Responsibility
Supplier is in no way responsible or liable for the success of the Vendor’s website, the accuracy, or legality of its content and operation. Further, the Vendor has independently evaluated the desirability of participating in the Supplier’s Drop Ship Program and is not relying on any representation, guarantee or statement other than set forth in this Agreement.
14. Right to Modify
Supplier retains the right to modify this Agreement at any time. Changes will not be retroactive. If any modification is unacceptable to the Vendor, the recourse will be termination of the Vendor’s participation in the Supplier’s Drop Ship Program. Continued participation will constitute acceptance of the modifications.
15. Non-Payment
Non-payment by Vendor will result in immediate removal from Supplier’s Drop Ship Program. Legal action will be taken if any payment reaches 30 days past due. Supplier is not responsible for any payment problems between the Vendor and the Customer.
16. Severability
If any provisions or sections of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision or section shall be deemed severed from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
17. Confidential Information
During the course of business between Vendor and Supplier, Supplier may provide Vendor with confidential information related to Supplier’s business. Such confidential information may include inventory levels, product features and pricing and anticipated new products, Supplier sales practices and programs. Vendor agrees that the confidential information will be used solely for the purpose of conducting business with the Supplier. Vendor must not disclose or distribute any confidential information to any competitor of Supplier or to any other third party without the express written consent of the Supplier.
All images of all products supplied by Supplier, including images on Supplier’s web site are the exclusive property of Supplier. The Vendor may use these images only in connection with the sale of Supplier’s products and only in compliance with any policies or terms stated by the Supplier. No other use or distribution is permitted, and Vendor may not use Supplier’s images in connection with the sale of products from any person or entity other than the Supplier.
The Supplier retains the right to terminate Vendor’s permission to use these images at any time and for any reason. Prices and product availability are subject to change without notice. The Supplier cannot be responsible for typographical errors in the catalog.
The Supplier reserves the right to modify any of the terms of this Agreement with notice to the Vendor.
18. Effectiveness
This Agreement takes effect as of 2022.
This Agreement is governed by the laws of the Russian Federation.
The Parties agree to resolve any disputes that may arise from this Agreement or ensuing.
Agreements in an amicable way. If the Parties fail to resolve such disputes amicably within 30 days after a dispute has arisen, disputes shall be settled in accordance with the rules of arbitration of the Russian court, by one arbitrator and in the Russian language. The arbitral award shall be binding.
This Agreement nullifies any prior Agreements and Agreements regarding applicable conditions and may only be deviated from by written Agreement.
19. Signatures
By placing an order, the Vendor accepts all Supplier’s terms and policies set forth in this Agreement.