By participating in the AHI Distribution Authorized Reseller Program, Reseller acknowledges that "Reseller" has read, understood, and agrees to be bound by these Terms and Conditions.
The AHI Distribution Authorized Reseller Program (the "Program") is open to companies who have registered with AHI Distribution, Inc. ("AHI Distribution") to be part of this Program and have been qualified by AHI Distribution to participate. Once Reseller has registered as a member of the AHI Distribution Authorized Reseller Program and been qualified, Reseller will be provided with wholesale pricing information and be eligible to sell AHI Distribution products on approved Reseller website or approved Reseller brick & mortar store.
Reseller shall fill out in full the required "Registration Form" provided for in AHI Distribution's wholesale website section. It is understood that upon submission, Reseller is giving full right to AHI Distribution, to verify and inquire on the authenticity and veracity of any or all information provided for by the Reseller.
All submitted registration is subject to AHI Distribution's approval and AHI Distribution reserves the right to approve or reject Reseller's application. Upon the option of AHI Distribution, a rejected registration application may be reconsidered if later found appropriate.
Subject to these Reseller program terms and conditions, AHI Distribution appoints Reseller as a non-exclusive authorized reseller ("Reseller") of AHI Distribution products listed on the Wholesale Price List ("Price List"). As a Reseller, Reseller may purchase AHI Distribution products pursuant to these terms and conditions for resale to Customers. For purposes of this agreement, Customer means an entity or person who purchases AHI Distribution Products from Reseller. Without limiting the generality of the foregoing, Reseller must not use for reselling: i) group email addresses, ii) email mailing lists, or iii) Reseller.
Reseller shall use commercially reasonable efforts to market AHI Distribution Products as part of Reseller's standard offerings.
Reseller shall notify AHI Distribution of all store locations, including Internet websites, where Reseller is selling the AHI Distribution brand of products.
Reseller may use the AHI Distribution logo, on request and upon approval by AHI Distribution. See section on Intellectual property, below.
Reseller shall make no warranty or other performance guarantee applicable to AHI Distribution. Reseller shall be liable for warranties and/or guarantees made that were not authorized by AHI Distribution.
Internet Application & Restrictions
Reseller may sell AHI Distribution products on Authorized Reseller's website.
Products sold online shall be restricted to products sold at the Reseller's retail store with available stock for each item sold online. All published images of AHI Distribution' products must be shown and pictured in full (not solely the image) on the Reseller's web site.
Reseller shall not use any images directly from the hard copy or Internet copy of the AHI Distribution "catalog of images" which is copyrighted by AHI Distribution.
Reseller may allow clients to view the complete image selection catalog of images, on the AHI Distribution website at http://www.AHIdistribution.com
The public catalog of images of the AHI Distribution website may be used by the Reseller to show the AHI Distribution catalog to the Reseller potential customer.
The AHI Distribution website is selling only to authorized Resellers.
Reseller may request to be listed on the retail locations page of the AHI Distribution website, in order to provide Reseller's shop location, contact information and/or link to the authorized Reseller website. All submitted registration is subject to AHI Distribution' approval and AHI Distribution reserve the right to approve or reject Reseller's listing request.
Price and Payment
Prices for AHI Distribution Products will be made available in AHI Distribution Wholesale Price Lists via the Reseller Portal for qualified Resellers. Reseller shall determine the price at which it resells the AHI Distribution Products to its Customers.
Reseller shall acquire AHI Distribution Products by placing orders with AHI Distribution via the online Reseller Portal. AHI Distribution will acknowledge receipt and reserves the right to reject any order.
All pricing is stated in U.S. dollars and all payments are to be made in U.S. dollars. All prices for Reseller AHI Distribution Products are exclusive of taxes.
Ordering and Order Confirmation
All orders submitted are subject to initial confirmation by AHI Distribution through an online invoice. Online invoice shall indicate all relevant information as provided for by both AHI Distribution and Reseller and the same is to be forwarded through email to the Reseller for his confirmation.
AHI Distribution shall not be liable to any and all error in order instructions or details provided for by Reseller.
Terms and Termination
These Terms and Conditions and the rights granted hereunder shall continue until terminated as set forth below.
AHI Distribution may terminate for convenience Reseller's participation in the Program at any time without cause upon fourteen (14) days written notice to Reseller.
Reseller may terminate for convenience Reseller's participation in the Program at any time without cause upon fourteen (14) days written notice to AHI Distribution.
In the event Reseller is in breach or default of any of the material Terms or Conditions of this Program, and has not taken steps to cure such breach or default within ten (10) days after the receipt of written notice from AHI Distribution, then in addition to all other rights and remedies at law, in equity or otherwise, AHI Distribution shall have the right to terminate Reseller's participation in the Program without further charge, obligation or liability whatsoever. Regardless of the type of termination, Reseller will immediately return all unsold products if applicable to AHI Distribution, at Resellers' expense. AHI Distribution will issue a refund to Reseller for all returned products.
Reseller acknowledges and agrees that it is the responsibility and obligation of the Reseller to report as income all compensation received under this agreement and pay all applicable taxes on that income.
Reseller also acknowledges that AHI Distribution is obligated to charge and collect all applicable sales tax on purchases Reseller makes until Reseller provides a valid resale certificate to AHI Distribution.
Each party shall have responsibility for all acts and omissions of their respective personnel performing its obligations under these Terms and Conditions.
Neither party shall have any obligation for any employee-related benefits applicable to the other Party's personnel performing services under this Program. Each Party shall withhold their employees' portion of FICA and withholding income for federal and state income tax purposes to the extent required by law.
Except for the rights expressly granted herein, these Terms and Conditions do not transfer any intellectual property rights from one party to the other, and each party shall retain all right, title and interest in and to its intellectual property rights. No intellectual property (such as trademarks, copyrights and other trade secrets) shall be used by Reseller in any way not in accordance with this agreement or with the express written permission of AHI Distribution.
This section will survive the termination of this Program.
Each party warrants that it has full power and authority to enter into and perform under this Program and that the person registering for this Program has been properly authorized to do so. Each Party further warrants that it will perform all activities it undertakes in this Program with due care and skill.
AHI Distribution MAKES NO WARRANTIES OF ANY KIND IN REGARDS TO ITS PRODUCTS, EXCEPT FOR THOSE FOUND IN THIS AGREEMENT.
THE WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
This section will survive the termination of this Program.
Reseller will indemnify and hold AHI Distribution and its affiliates, its employees and agents harmless from and against any and all claims, including Customer claims, liabilities, losses, damages, and causes of action (i) arising out of the acts or omissions of Reseller in the performance or nonperformance under this Program; (ii) based upon or relating to any express or implied modifications of the AHI Distribution Product specifications without the prior written consent of AHI Distribution.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED AT LAW, NEITHER AHI Distribution NOR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR OTHER REPRESENTATIVES WILL BE LIABLE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS RESELLER PROGRAM. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING (WITHOUT LIMITATION) COMPENSATORY, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; AND CLAIMS OF THIRD PARTIES.
This section will survive the termination of this Program.
AHI Distribution guarantees to protect Reseller information shared with AHI Distribution from unauthorized access or disclosure. The AHI Distribution website uses a secure server (SSL) to encrypt all of Resellers information. Reseller is responsible for maintaining confidentiality of the Reseller account and password and for restricting access to the Reseller computer. Reseller agrees to accept responsibility for all activities that occur under the Reseller account or password.
Non-Disclosure and Limitation of Use of Confidential Information. Reseller shall keep confidential and not use, copy or disclose, directly or indirectly, to any third party any Confidential Information without the prior written consent of a duly authorized officer of AHI Distribution. Reseller shall use the Confidential Information solely in connection with the Reseller Program. All Confidential Information shall be and remain the property of AHI Distribution. Reseller shall deliver to AHI Distribution upon completion or termination of the Reseller Program, all Confidential Information in Reseller's possession or control, directly or indirectly, in whatever form it may be.
Confidential Information. For the purposes of this Reseller Program, the term "Confidential Information" shall include, without limitation, all trade secrets and all other information and material that relates or refers to the plans, policies, finances, corporate developments, products, pricing, sales, services, procedures, intra-corporate transactions, suppliers, prospects and customers, as well as financial information relating to such suppliers, prospects and customers, and any other similar Confidential Information and material which AHI Distribution does not make generally available to the public.
Exceptions. Information will not be deemed Confidential Information hereunder if such information: (i) is known to Reseller prior to receipt from AHI Distribution directly or indirectly from a source other than one having an obligation of confidentiality to AHI Distribution; (ii) becomes known (independently of disclosure by AHI Distribution) to Reseller directly or indirectly from a source other than one having an obligation of confidentiality to AHI Distribution; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Reseller Program's Terms and Conditions by Reseller; or (iv) is independently developed by Reseller.
Continuing Obligation. Reseller obligations under this Reseller Program's Terms and Conditions with respect to confidentiality, non-disclosure and limitation of use of Confidential Information shall survive termination of Reseller participation in the Program.
Remedies for Noncompliance
If AHI Distribution determines in its sole discretion that Reseller has not complied with these Terms and Conditions, it may, in addition to any other rights and remedies it may have against Reseller, immediately and without notice to Reseller, withdraw all benefits to Reseller and Reseller's Customers under this Reseller Program, including, without limitation, by canceling or declining any and all orders placed or to be placed by Reseller in connection with this Program.
Nothing contained in these Terms and Conditions shall be deemed or construed as creating a joint venture or partnership between the Reseller and AHI Distribution. Neither party is authorized as an agent, employee or legal representative of the other party. Except as specifically set forth herein, neither party shall have the power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent contractors. Neither party shall have any power or authority to bind or commit the other.
Reseller may not assign Reseller's rights or obligations under these Terms and Conditions, either in whole or in part, without the prior written consent of AHI Distribution, said consent not to be unreasonably withheld, and any attempted assignment or delegation without such consent will be void.
Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, confirmed by facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party. Such notice will be deemed to have been given as of the date it is delivered, mailed, faxed or sent, whichever is earlier. AHI Distribution will also include email as an acceptable notice format, and it is Reseller obligation to keep all Reseller contact information up to date with AHI Distribution.
If any provision of these Terms and Conditions is held to be invalid, such invalidity will not affect the remaining provisions.
These Terms and Conditions will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Florida, without giving effect to any principles of conflicts of laws. Reseller hereby irrevocably consents and submits to the nonexclusive personal jurisdiction of the state and federal courts within the State of Florida for the purposes of litigating any such action.
Variation of Terms and Conditions
These Terms and Conditions may be amended or modified by AHI Distribution in its sole discretion at any time. Any such amendments will be posted to this page, and it is Reseller's responsibility to review this page from time to time for such amendments. Continued placement of orders will be deemed acceptance of the amendment(s) as posted.
These Terms and Conditions represent the entire agreement between Reseller and AHI Distribution with respect to the Reseller Program.
Created on April 26, 2010