Seco Channel Partnership Agreement Basic Terms
Article 1 Purpose
1. As a comprehensive supplier in the metalworking industry, Party A aims to help end users optimize production and enhance competitiveness through high-quality precision tools and comprehensive solutions.
2. Party A wishes to select sellers with corresponding sales and service capabilities and are willing to use the sales and service of Seco brand knife products (hereinafter referred to as "products" or "Shangao products") as its main business as its channel partners (Seco channel partners include Seco authorized distributors, Seco authorized traders, Seco channel distributors and their managed Séco special partners) to develop the market, promote product sales and meet the needs of end users.
3. Party B understands Party A's requirements for channel partners and Seco is committed to serving end users, and hopes to become Seco channel partners, establish long-term cooperative relations with Party A, and achieve common growth.
4. These Terms are an annex and necessary part of the "Seco Distributor Cooperation Agreement" or "Seco Trader Cooperation Agreement" (hereinafter referred to as the "Channel Agreement") signed by Party A and Party B, and are the basic terms and conditions for Party A to recognize Party B as Seco Channel Partner, which stipulates the basic rights and obligations of both parties, and both parties shall abide by them together.
Article 2 Channel agreement validity period
1. The validity period of the channel agreement refers to the channel agreement signed by both parties 1 The validity period of the treaty.
2. If the two parties fail to reach an agreement on re-signing a new channel agreement before the expiration of the validity period of the channel agreement, the original channel agreement will be re-signed
It will continue to be valid for 3 months after the expiration of the validity period. If the two parties sign a new channel agreement within the 3 months, the new channel agreement shall be signed
After signing, the original channel agreement will automatically expire. If the two parties fail to sign a new channel agreement within the 3 months, the original channel agreement
Terminated after the expiration of 3 months.
3. If the order established during the validity period of the channel agreement is not completed before the termination or termination of the channel agreement, this clause will continue to apply until the performance is completed.
Article 3 Recognition of channel partners
1. After Party A's evaluation and confirmation of Party B's sales and service capabilities, combined with the development plans of both parties, Party B is determined to be Shangao Sheng
During the validity period of the agreement stipulated in Article 1 of the Channel Agreement, Party B has the right to use the title agreed in Article 2 1) of the Channel Agreement in Article 2 2 of the Channel Agreement Scotland products and services are sold to authorized customers in the agreed authorized area or authorized industry.
2. Party A supports Party B's efforts to develop new customers in the authorized area and authorized industry, and Party B shall notify Party A before developing a specific new customer, and after Party A's re-evaluation and confirmation of Party B's sales and service capabilities, Party B may start to develop the new customer, and after Party B successfully obtains the new customer order and is confirmed by Party A, both parties may add the list of authorized customers and update Article 2 of the channel agreement.
3. Without prior written confirmation from Party A, Party B shall not sell to overseas countries outside the mainland of the People's Republic of China.
Article 4 Responsibilities and obligations of channel partners
1. Independent operation and self-responsibility Party A's identification and authorization of Party B does not mean that Party B legally constitutes an agency or representative relationship with Party A, nor does it indicate any operational or equity control or association between the two parties. Under no circumstances shall Party B be authorized to make any warranty, representation or agree to any condition to any third party on behalf of Shangao. Party B, as a legally established and validly existing legal person, shall be
Carry out business activities independently in their own name. Party B shall not conduct publicity and other business activities in any name other than the title agreed in Article 2 (1) of the channel agreement, or in any way that may cause misunderstanding between Party B and Shangao.
2. Active marketing Party B shall actively carry out marketing of Seco products and give priority to recommending and selling Seco products to its customers. Party B undertakes to achieve the "sales performance indicators" stipulated in Article 3 of the channel agreement within the validity period of the agreement.
3. Sales of Genuine Products As a Seco channel partner, Party B shall only sell Seco brand genuine products, and the Seco products sold by Party B shall only be purchased from Party A and Article 6 of these Terms shall apply . Party B shall not alter, obscure, alter or replace the packaging or products, nor shall it sell any counterfeit or replica of Seco products.
4. Warranty for End User Services
1) In order to ensure the interests of the end users of Seco products, Party A shall evaluate and authorize Party B's sales and services in advance; If Party B sells and provides services beyond the authorized area or authorized industry or authorized customer scope agreed in Article 2 (2) of the Channel Agreement (including direct sales and indirect sales through other intermediaries), Party B shall notify Party A in advance and be separately evaluated and authorized by Party A. If Party B exceeds its original authorized area or authorized industry or authorized customer scope without further evaluation and authorization by Party A, Party B will bear the cost of Party A's separate arrangement of end-user services, and will deduct and remedy it according to the following agreement between the two parties: In the annual cooperation, Party B will use a written notice to remind Party B. In the second occurrence, Party B shall bear the expenses incurred by Party A to cover the interests of end users. In the third instance, Party A will adjust Party B's discount, including canceling all special rates for that group, or reducing Party B's discount by 3-5% (at face value).
2) Depending on the severity of the situation, Party A has the right to immediately terminate the channel agreement and terminate the authorization of Party B if it causes significant damage to the rights and interests of end users, significant impact on Party A's brand value, or repeated unassessed out-of-scope sales.
5. Fair competition Party B shall sell Seco products through fair competition and shall not compete by reducing the service level to end users or damaging Semanco's brand image.
6. Reporting and Notifications
1) In order to ensure the rights and interests of end users and Seco formulate a better service plan for end users, Party B shall truthfully provide Party A with the information and sales status of all its customers, so that Party A can better understand the market, ensure that end users can get due after-sales service and protect their due rights.
2) Party B shall communicate and report to Party A in a timely manner on market conditions and situations.
3) If Party B finds any situation that harms Party A's interests, it shall report to Party A in time.
4) In the event of a product claim or other quality dispute, Party B shall notify Party A in writing within 48 hours.
Article 5 Support for channel partners
1. Product support
1) Party A promises to launch products containing the latest technology from time to time every year to support Party B to better develop the market.
2) Party A shall promptly notify Party B of information related to its products through various channels.
2. Technical support
1) Party A will provide Party B with technical support on products, non-standard customization, cutting technology and overall solutions.
2) For the technical solutions customized by Party A for Party B, Party B shall only use them for the sale of Seco products.
3. Training Party A will organize training for classified channel partners to help the relevant personnel of the channel partners improve their technical capabilities and better serve end users, so as to further promote Seco products and increase the market share of Seco products.
4. Market support
1) Party A will provide Party B with appropriate product-related printed materials, such as samples, manuals, and promotional leaflets. At the same time, promotional posters, mobile display stands, T-shirts, small gifts, etc. will be selectively provided to support the development of marketing activities.
2) Party A will support Party B to hold marketing activities, such as co-brand exhibitions, customer technical exchange meetings, etc.
3) The above specific rules for market support shall be formulated separately by Party A.
5. Trial cutting and display knives
1) Party A will provide Party B with a certain number of trial cutting tools through its sales team according to the situation
2) Party B can apply to Party A for support when participating in the exhibition, including exhibition knives, materials, manuals, gifts, etc. Specific support will be subject to the final confirmation of Party A. In related activities, Party B must clearly follow the requirements of Shangao's corporate image. Among them, the display knife shall be used for its original purpose and shall be regarded as Party A's assets if Party B has not fully paid Party A.
6. Special Orders (Project Support) Party A will provide special support for Party B's project orders, such as providing tool lists and drawings, relevant cutting data, and the latest application status. Party B shall apply to Party A on a case-by-case basis, and the final confirmation result of Party A shall prevail.
Article 6 General Terms and Conditions for Product Sales
1. Order
1) Party B uses the online procurement system provided by Party A or places an order with Party A through the contact email designated by both parties.
2) After receiving Party B's order, Party A shall send an order confirmation to Party B through the online procurement system or email, which shall include product model, quantity, price, estimated delivery date and delivery location.
2. Delivery and acceptance
1) After the order is confirmed, Party A is responsible for delivering the product to the delivery location designated by Party B.
2) Within 5 working days after the product is shipped, Party B shall complete the acceptance and notify Party A of the acceptance result (or the information of the unreceived goods if the goods have not been received) through the designated contact email. If Party B fails to reply to Party A through the designated contact email address after the above period, Party B shall be deemed to have passed the acceptance.
3. Price and Payment
1) After the product is delivered, Party A will issue a VAT invoice to Party B.
2) Party B shall pay the due product in full within the payment period specified in Article 6 of the Channel Agreement, but Party A shall pay the due product in full in accordance with Article 7 of this Article 2If Party B's payment term is adjusted, Party B shall pay the payment for the product in full within the adjusted payment period.
3) If Party B fails to pay for the products in accordance with the preceding paragraph, Party B shall pay an additional penalty equivalent to 0.1% of the unpaid part of the cost for each 1 day of delay.
4. Return and exchange, overflow short packaging (10%)
1) In the case of returns or exchanges caused by Party B, Party B shall submit a written request to Party A within 30 days after receiving the goods, no later than 90 days after Party A's delivery, and Party B shall pay a handling fee of 20% of the total amount of returned and exchanged products (including tax). Party A will not accept any form of return or exchange after the expiration date. Party A will not accept returns and exchanges for non-standard products and non-stock standard products separately stipulated by Party A.
2) Non-standard products may incur a ± of 10% of the order quantity. Party B understands and confirms this, and shall not raise any objection or require Party A to make any compensation or compensation.
5. Ownership and Risk Transfer
1) The risk of product damage and loss is transferred from Party A to Party B upon delivery.
2) After Party B pays the full amount of the product in accordance with the preceding paragraph, the ownership of the product shall be transferred from Party A to Party B.
6. Quality assurance
1) Party A guarantees that the delivered products meet the high quality standards of Shanshan or other standards separately confirmed in writing by both parties, and assumes quality assurance responsibilities within the conditions and scope stipulated in this agreement.
2) The quality assurance period is 12 months, calculated from the date of product acceptance.
3) During the quality assurance period, if Party B or the end user has any objection to the product quality problem, Party B shall immediately notify Party A, and if Party A confirms that the product caused by the production process or product raw materials does not meet the agreed quality standards, Party A shall repair or replace the defective product free of charge.
4) Quality assurance does not apply to the following situations:
a) Products purchased by Party B from a third party other than Party A;
b) Party B or the end user modifies or changes the original specifications of the product by itself;
c) Party B or the end user uses products that do not meet the materials and parameters recommended by Shenao;
d) The processing technology of Party B or the end user does not meet the standards recommended by Shangao;
e) Normal use loss.
7. Limitation of Party A's Liability
1) Party A shall not be liable for any warranty or statement made by Party B against any third party without the prior written consent of Party A.
2) Party A shall not be liable for any incidental, indirect, or punitive damages, whether express or implied, to Party B or the end user, including but not limited to the loss of production and operation, profit, and production data of Party B or the end user.
3) Under any circumstances, the cumulative liability of Party A to Party B does not exceed the total payment of the corresponding products in a single order 100%。
Article 7 Adjustment of the evaluation of channel partners and termination of agreements
1. During the agreement period, Party A will evaluate Party B's sales and services, and in order to protect Party A's brand image and protect the interests of end users, Party A has the right to unilaterally change Party B's "authorized area", "authorized industry", "authorized customer" or product discount rate, and cancel technical training or support in any of the following situations; If the situation is serious, Party A may immediately unilaterally terminate the channel agreement
1) Failure to meet the sales performance indicators stipulated in Article 3 of the channel agreement;
2) Purchasing or selling counterfeit goods from other channels other than Party A;
3) Excessive sales without evaluation authorization, resulting in the inability of end users to obtain services or damage to service quality, affecting Party A's brand value;
4) Providing false information to apply for market support;
5) Violation of confidentiality obligations in Article 9 of these Terms;
6) Violation of the necessary provisions of Article 10 of this Agreement for Sandvik Distributor compliance;
7) Violation of Section 11 of this Agreement (if applicable);
8) Other violations of the Channel Agreement and these Terms.
2. Party A has the right to unilaterally change or cancel Party B's "credit limit" or "payment term" under any of the following circumstances:
1) Failure to pay the payment in full and on time;
2) Selling counterfeit goods or engaging in other fraudulent acts;
3) The violation of the confidentiality obligation in Article 9 of these Terms is minor.
Article 8 Intellectual Property
1. Party A guarantees that the products sold to Party B under the channel agreement do not infringe on the intellectual property rights of any third party. Otherwise, Party B shall immediately notify Party A of all disputes, and Party A shall be solely responsible for handling and bearing the costs, and ensure that it will not cause economic losses to Party B.
2. The products sold by Party B must bear the trademarks "Seco" and/or "Seco", or any other trademarks formulated by Party A or Party A's group companies or may be formulated in the future. Party B shall not deface or obscure the trademark in Seco products, or use Party A's trademark for any other non-Seco products.
3. The signing of the Channel Agreement and these Terms does not grant Party B any license or authorization of all intellectual property rights of Seco to Party B.
4. All intellectual property rights related to the product, such as pictures, texts, data or software provided by Party A to Party B, belong to Shangao, and Party B shall not copy, modify or provide it to any third party in any form without the prior written permission of Party A.
Article 9 Confidential
1. Party B shall not disclose to any third party the confidential technical and operational information of Party A that it has learned from the signing and performance of the channel agreement. Party B shall take all necessary precautions to prevent any unauthorized third party from obtaining this confidential information from Party B and/or its officers, employees or agents. Any violation of this clause will constitute a major breach of the channel agreement, and Party B shall compensate Party A for all losses caused by such breach. The termination or termination of the Channel Agreement will not affect the legal effect of this Confidentiality Agreement.
2. Party B guarantees not to disclose (1) the price list and discount information of Seco products to any third party through any means; (2) The price and discount information of Seco's products enjoyed by Party B; (3) Channel Agreement (1) Any content of the Commercial Terms, including but not limited to, through any form of quotation or inquiry, as well as the activity of publishing any price information on the Internet or any other medium, including any Internet trading portal or store, such as www.alibaba.com or www.taobao.com Except in the case of prior written consent of Party A. The third parties referred to in these Terms also include third parties outside of China. Any breach of these Terms will result in Party A's right to terminate the Channel Agreement immediately.
Article 10 Sandvik dealers comply with the Necessary Terms and Conditions for the Protection of Personal Information Party B confirms that it has signed and complied with the latest version of the Sandvik Dealer Compliance Requirements (as Sandvik may amend from time to time and post on https://www.secotools .com/article/sandvik_distributor_compliance_mandatory_terms and Personal Information Protection Policy (as Sandvik may amend from time to time and post on
https://www.secotools.com/article/china_privacy_statement).
Article 11 Authorized special partners and their management
1. For specific channel partners, Party A may license and authorize it to develop secondary distributors to sell and provide services to end users through secondary distributors, subject to special confirmation of its sales, service and management capabilities. The secondary distributors (hereinafter referred to as "special partners") and the end users associated with the authorized partners are recorded in the special provisions of Article 5 of the Channel Agreement (list of authorized special partners and their associated users).
2. Channel partners authorized by Party A to develop special partners in accordance with Paragraph 1 of this Article may use the name of "Seco channel distributors to expand the sales and service scope of Seco products through its authorized special partners." The "Seco Channel Distributor" may and will only sell Seco products and provide services to its affiliated end users through its authorized Franchisees as set forth in Clause 7 of the Channel Agreement. Its authorized special partners may and may only use the name "Seco Special Partners" to sell Seco products and provide services.
3. During the validity period of the channel agreement, if the "Seco Channel Distributor" intends to develop a new special partner, it shall be evaluated by Party A in advance, and after Party A's confirmation, it is agreed that the new authorized special partner and its associated end users will be added, and the two parties shall sign a supplementary agreement to update and replace Article 7 of the agreement.
4. The "Seco Channel Distributor" shall effectively manage its special partners by signing contracts, providing training and other necessary means, ensuring that the purchase channels of its special partners' products are limited to the "Seco Channel Distributors" themselves, and urging and ensuring that their special partners comply with the obligations of the "Seco Channel Distributors" under the channel agreement, including but not limited to Articles 4 and Clauses of these Terms Articles 8, 9, 10, 12 and 14.
5. If the "Seco Channel Distributor" fails to perform the obligations of this article, or the sales and services of the Special Partner cause damage to the interests of end users or the negative impact on the Seco brand, Party A will cancel or change the authorization of the "Seco Channel Distributor" and its associated end users, cancel the qualification of "Seco Channel Distributor", and terminate the channel agreement as appropriate.
Article 12 Compensation Party B shall bear and compensate Party B for any property damage, personal injury, or other lawsuits or claims against Party A caused by or related to the actions of Party B, its officers, employees, or agents, including but not limited to any costs, damages, claims, injuries, expenses, or liabilities (including but not limited to reasonable attorneys' fees) incurred by Party A and its officers, employees, or agents.
Article 13 Force majeure Any party to the Channel Agreement shall be released from liability if it fails to perform any of its obligations under the Channel Agreement due to natural disasters, wars (whether declared or not), fires, or any other cause beyond its reasonable control, such as natural disasters beyond that party's foreseeable, insurmountable, or unavoidable control.
Article 14 Transfer is prohibited Party B may not assign any of its rights and obligations under the Channel Agreement to any third party without Party A's prior written permission.
Article 15 Termination and termination of the channel agreement
1. Except for the circumstances expressly stipulated in the channel agreement, if either party defaults and cannot resume performance within 15 days after being urged by the other party, the non-compliant party may immediately terminate the channel agreement with written notice.
2. In any case, both parties have the right to terminate the channel agreement in advance by giving each other 1 month's written notice to the other.
3. Within 3 months after the expiration of the validity period of Clause 1 of the Channel Agreement, both parties have the right to immediately terminate the Channel Agreement by notifying each other in writing.
4. After the channel agreement is terminated or terminated for any reason, Party B shall no longer operate in the name of "Seco authorized distributor", "Seco authorized trader" or "Seco channel distributor", or in any way that may cause any misunderstanding of the relationship between Party A and B. For Seco channel distributors, after the channel agreement is terminated or terminated for any reason, the "special partners" managed by the channel distributors will no longer operate in the name of "Seco special partners" or in any way that may create any misunderstanding of their relationship with Seco unless Party A makes other arrangements.
Article 16 Application of law and dispute resolution
1. The interpretation and performance of the Channel Agreement and these Terms shall be governed by the laws of the People's Republic of China.
2. Any dispute between Party A and Party B regarding the Channel Agreement and these Terms shall be resolved through friendly negotiation. If the dispute cannot be resolved through negotiation, the dispute shall be submitted to the people's court with jurisdiction over Party A's location for litigation resolution.
