244 5th Avenue, Suite C24
NY, NY 10001
Vendor / Reseller Agreement: Terms & Conditions
This agreement is created for the purpose of sale and resell between the seller 'FLYTE LLC' and reseller. Reseller being the company or the individual that purchases goods or services from FLYTE LLC, with the intention of selling them.
RIGHT TO SELL
Authorised Reseller shall have a non-exclusive right to sell FLYTE products anywhere and to anyone, provided Reseller abides by the terms and conditions of this Agreement, and maintains high standards of business professionalism and ethics. Neither Seller nor any of its agents or representatives has the right to control or direct the details, manners or means by which buyer sells products to its customer base. Seller does retain the right to offer preferential territories or markets to key distributors. To avoid conflicts with contracted distributors, Buyer may not sell or market in regions with exclusive distribution. Reseller shall not sell FLYTE products to or on, 3rd party platforms such a AMAZON and Ebay. FLYTE forbids reseller to sell FLYTE products on flash sale websites.
Buyer shall make prompt payment for the goods at the terms stated on the individual billing invoice. Wire transfer is the preferred method. Optionally, payment by credit card in which case a 2.7% transaction fee may be assessed to the full payment. Excessively late payments may be subject to a monthly assessment of 4.5% of the invoice amount. All authorized vendors in good standing have assigned terms of credit established during the approval process. Credit terms are always NET 30 days.
BANK FEE: "The Reseller will be responsible for any bank or transaction charges incurred for processing wire transfers. Any other fees incurred by other banks are the responsibility of the customer. (Please note that it is common for your bank as well as intermediate banks to charge a fee). FLYTE may bill reseller in addition to the invoice if FLYTE is required to pay wire transfer fees incurred at reseller end."
RIGHTS OF BUYER (RESELLER)
Buyer shall have the right to inspect the inventory goods upon arrival and, within 5 business days, give notice to FLYTE LLC of any claim for damages or shortages. Buyer must specify the basis of the claim in writing. The failure of Buyer to comply with these conditions shall constitute irrevocable acceptance of the goods by buyer.
All vendors must agree to abide to the MAP pricing strategy in the latest product catalogue from the SELLER. Flyte LLC will not tolerate predatory pricing or allow our Resellers to flood the market with low prices. Exceptions to MAP rates are seasonal or promotional sales, exclusive territories, quantity discounts. Ongoing sales without an end date are not considered legitimate exceptions unless accepted by Flyte LLC representative.
DISTRIBUTOR / WHOLESALE PRICING
The discounted pricing schedule is included in the latest product catalogue from the SELLER. All pricing is in US dollars, and the exchange rate into a different currency will be assessed at the time of the Purchase Order. The Reseller acknowledges that all vendor discount rates and transaction fees are subject to change. Pricing stated in the latest product catalogue from the SELLER does not include shipping expenses, taxes or duty. Notification of price changes will be no shorter than 10 days in advance, in order to give Buyer an opportunity to make necessary changes to marketing materials and pricing structure, or to place a last-minute order.
Flyte LLC authorises buyer to use our name and logo in respectable marketing and sales literature relevant to our product line. Reseller agrees without liability that we may terminate this Agreement at any time if Buyer is using our products, name, or logos in association with unsolicited commercial e-mail (“spam”), morally objectionable, or illegal activities. All name changes to product lines must be authorised by seller before usage in commerce begins. To help maintain a favorable product line reputation, vendors will provide Flyte LLC with copies and/or links to relevant marketing materials generated and utilised by Buyer.
All authorised Resellers have exclusive access to, and approved usage of product samples, text, high resolution images, trademarks and copyrights. Buyer understands that Flyte LLC retains ownership rights to all of the aforementioned materials, including other forms of intellectual property not specifically listed. Resellers may not alter the materials in a way that conflicts with actual material or end product. Truth in advertising and accuracy of product descriptions are essential for credibility to be maintained in the marketplace.
SHIPPING FEES, TAXES, CUSTOMS, DUTIES & BONDS
Received orders can either be picked up at a registered FLYTE LLC warehouse, via an authorised third party carrier, or shipping can be arranged for an additional fee. Buyer agrees to pay all fees and surcharges with shipping of goods to their customers, vendors or warehouses. Any additional taxes, duties that may be added are the sole responsibility of the Buyer. Calculating, collecting and remitting the applicable sales tax are the responsibility of the Buyer.
We understand that returns are necessary from time to time. However, we will not accept unauthorised returns to any of our offices, or warehouses. Before any product is sent back, FLYTE LLC must issue a Return Merchant Authorization label (RMA #). Please contact us immediately if you would like to return any items. The only circumstances where we will permit a return are: manufacturer defects, damage in transport, or misdirected shipments due to wrongful address or duplications. All shipping charges associated with a return will be prepaid. We will not accept COD packages.
PRODUCT WARRANTIES & REPLACEMENT PARTS
Seller agrees to honor all product warranties for ONE (1) YEAR from the date of final retail sale to end user. Warranties are not transferable unless the item was return to the Reseller unused and intact, and then resold to a subsequent customer. Manufacturer warranty is limited to replacement of defective or missing parts only; seller will cover all costs associated with the shipping of replacement parts sent from seller stocks. Proof of date of purchase by the end user is expected as part of the application of warranty services although the seller may choose to waive the requirement in certain cases.
LIMITATIONS OF LIABILITY
In no event shall FLYTE LLC be liable to Reseller or end user for any lost profits or savings, consequential, incidental, special or punitive damages arising from use, misuse, or inability to use products purchased.
Reseller officially agrees to indemnity, defend, and hold harmless seller, from any liability, lost, cost, damage, expense, incurred by Reseller for failure to pay 3rd party shipping invoices, custom house brokerage charges, duties, chargeback fees, fraudulent orders, or customer refunds.
It is understood and agreed to, that the discloser of confidential information may provide certain information that is and must be kept confidential. To ensure the protection of such information, and to preserve any confidentiality necessary under patent and/or trade secret laws, it is agreed that the Reseller shall limit disclosure of any materials. The Reseller and affiliates will not disclose the confidential information obtained from the discloser unless required to do so by law.
The Confidential Information to be disclosed can be described as and includes:
Invention description(s), technical and business information relating to proprietary ideas, patentable ideas and prototypes, trade secrets, drawings and/or illustrations, patent searches, samples, photographs, business documents, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models.
DURATION & TERMINATION
The term of this Agreement will begin upon your reseller account creation as an authorised vendor, and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your website, all links to our site, and all trademarks, images, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Agreement. You are still eligible to receive vendor support until warranty expires.
This Agreement shall be construed in accordance with the laws of the State of New York. The parties hereby irrevocably consent that the venue of any action related to this Agreement and permissible under this Agreement shall be solely in the state and federal courts located in Westchester County, New York. Parties hereby consent to the jurisdiction and venue of the courts and agree to remove this Agreement from any applicability of the U.N. Convention on Contracts for the International Sale of Goods.
The reseller employee who creates FLYTE wholesale account hereby has the authority to execute and deliver this Agreement.
BY CREATING A FLYTE WHOLESALE ACCOUNT OR BY PLACING ANY ORDERS TO FLYTE LLC YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS.