Galaxy Holdings
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Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date:
This Reseller Agreement (the “Agreement”) is entered into as of between Galaxy Holdings, a TX LLC located at (the “Company”), and , a located at (the “Reseller”).
The Company appoints the Reseller as a non-exclusive reseller to market, promote, and resell the Company's products and services described in (the “Products”) to end customers within the Territory. The Reseller accepts the appointment and will use commercially reasonable efforts to promote and sell the Products. The Reseller resells in its own name and for its own account, and is not authorized to bind the Company.
The Reseller is authorized to resell the Products within the following territory (the “Territory”): . The Reseller will not actively market or solicit sales of the Products outside the Territory without the Company's prior written consent.
The Company will sell Products to the Reseller at a discount of off the Company's then-current list price. The Reseller may set its own resale prices to end customers in its sole discretion. The Company may change its list prices on prior written notice; price changes do not affect orders already accepted.
The Reseller will submit purchase orders to the Company, which become binding when accepted by the Company. Payment terms are from the invoice date. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. All prices are exclusive of applicable taxes, duties, and shipping, which are the Reseller's responsibility other than taxes on the Company's net income.
The Reseller will: (a) market the Products ethically and accurately, making no representations or warranties beyond those authorized by the Company; (b) provide reasonable first-line support to its customers; (c) comply with all applicable laws, including anti-corruption and export-control laws; and (d) maintain adequate staff and resources to perform under this Agreement.
The Company grants the Reseller a non-exclusive, non-transferable, revocable license to use the Company's trademarks and logos (the “Marks”) solely to market and resell the Products during the Term, in accordance with the Company's brand guidelines. All goodwill from use of the Marks inures to the Company. The Reseller will not register or attempt to register any of the Marks or any confusingly similar mark.
The Products and Marks remain the exclusive property of the Company. Nothing in this Agreement transfers any intellectual property rights to the Reseller other than the limited licenses expressly granted here.
The Company warrants the Products to end customers as stated in its standard end-customer warranty, which the Reseller will pass through without modification. EXCEPT AS EXPRESSLY STATED, THE PRODUCTS ARE PROVIDED WITHOUT OTHER WARRANTIES, AND THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Reseller will not make any warranty on the Company's behalf beyond the pass-through warranty.
NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS. EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED .
This Agreement begins on the Effective Date and continues for an initial term of , renewing automatically for successive periods of equal length unless either Party gives written notice of non-renewal at least before the end of the then-current term. Either Party may terminate for the other's material, uncured breach following thirty (30) days' written notice, or immediately if the other Party becomes insolvent. On termination, the Reseller will cease using the Marks, and the Company will fulfill or refund accepted orders at its option.
This Agreement is governed by the laws of the State of TX, without regard to conflict-of-laws principles. The Reseller is an independent contractor and not an agent or employee of the Company. This Agreement is the entire agreement on its subject matter, may be amended only in a signed writing, and may be executed in counterparts and by electronic signature.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date: