1)Terms of Sale

• a) The price to the dealer for Products shall follow Printodome’s Product Price List which will be made available to the Dealer at the time of the contract.
• b) Printodome reserves the right to amend the Product Price list at any time at its sole discretion. However, it also undertakes to give notice to the Dealer of such changes prior to the effective date of change.
• c) Dealer agrees to adhere to the re-selling Price mentioned in the OEM Catalogue available on GeM Portal. Dealer may post the Products at a price equal to or higher than the price mentioned in the OEM Catalogue but not lower than it. However, a dealer may sell it at his own decided price by applying the available formulae for volume-based discounts. Deviation from this will be considered as a default of the agreement.
• d) Dealer is authorized to sell the product in the mutually agreed territory.
• e) Areas outside the territory are off limits to dealer unless approved in writing prior to posting the products in that territory. Failure to comply will be considered as a default of the agreement.
• f) Any duties, taxes, governmental or broker charges shall be incurred by the dealer and are the sole responsibility of the Dealer.
• g) Payment for products shall be against Proforma invoice prior to dispatch by Printodome.
• h) Products are sold subject to the applicable Printodome’s standard printed warranty found on the product’s packaging. Dealer is not authorized to accept or commit, on Printodome’s behalf, any liabilities in connection with the Dealer’s sale of Products other than as set forth in the Printodome’s standard warranty.
• i) The mutually agreed sales revenue should be fulfilled by the dealer within a term, which shall be calculated as the payment made to Printodome by Dealer for the Products purchased.

2)Additional Obligations of Printodome and Dealer:

• a) Printodome shall furnish Dealer with all the available marketing collaterals and detailed specifications of Products in assisting Dealer and their customers with the promoting of products. Dealer shall use its best efforts to promote the resale of Products to realize a maximum sales potential for the products in the territory and channels.
• b) If the Dealer intends to open any additional business locations, sales channels, Dealer must initially obtain written approval from Printodome prior to Dealer offering products for sale in new locations.
• c) Printodome will ensure the dealer’s orders are executed in least possible delivery time.
• d) Dealer agrees that it, its principals, officers, owners, directors, partners, subsidiaries, and other affiliates will not distribute, promote and market any other brand compatible printer cartridges that compete with the Products.

3) Terms of Termination.

• a) The term of this agreement will be for a period of one year, commencing on the effective date hereof. This agreement shall be automatically renewed for successive term of 1 year each unless either party shall give the other notice of non-renewal not less than 30 days prior to the end of the then current term or unless this agreement is terminated as provided herein.
• b) Unless otherwise provided by applicable law, either party may terminate this agreement without cause and for any reason, upon not less than 30 days written notice given to the other party.
• c) Nothing contained herein shall prevent Printodome from immediately terminating this agreement in the event of Bankruptcy or insolvency of Dealer, Dealer’s failure to pay any amounts owing Printodome when due. Upon termination for any reason all amounts owed to Printodome will become immediately due and payable.
• d) This agreement shall continue in full force and effect until the indebtedness is paid in full, and all the representations and warranties and all provisions herein for indemnity of Printodome (and any other provisions herein specified to survive) shall survive payment in full of the indebtedness and any release or termination of this agreement.

4) Authorized Dealer, Trademarks and Brand Name

Dealer is hereby licenced to use Printodome’s name and Trademarks in the normal course of distributing Printodome’s products and performing related services under this agreement. Dealer agrees not to use Printodome’s name as part of Dealer’s name or in any manner which would misrepresent the relationship between Dealer and Printodome. Dealer may represent itself as an authorized dealer of Printodome and may use Printodome’s name and model nos. in the promoting of Products. Upon termination of this Agreement Dealer shall immediately cease representing itself as a Dealer of Printodomeand shall cease use of all Printodome names, model nos. Trademarks and any signs or other materials, of whatever nature, identifying Dealer as a dealer of Printodome shall be removed or obliterated.

5) Indemnities.

• a) Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties or injuries incurred by any third party, including reasonable attorney’s fees, which arise from any alleged breach of such indemnifying party’s representations and warranties made under this agreement. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide at the indemnifying party’s expense such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this agreement.
• b) Dealer shall at its own expense, and does hereby agree to protect, indemnify, reimburse, defend and hold harmless Printodome and its proprietor, officers, agents, attorneys, successors and assigns from and against any and all liabilities, losses, suits, proceedings, settlements, judgements,orders, penalties, fines, liens, assessments, claims, demands, damages, injuries, indebtedness, costs disbursements, expenses or fees of any kind or nature arising out of any action or inaction of Printodome in connection with this agreement or the product and the failure of Dealer to fulfil any of the obligations under this agreement, any invoice issued for Product provided by Printodome to Dealer or in any way relating to the Product. The indemnifications of this Section shall survive the full Payment and performance of the Dealer’s indebtedness under this agreement.

6) Confidentiality and Non-Disclosure agreement.

Both parties agree to hold confidential Information in confidence during the term of this agreement and for a period of two years after the termination of this agreement. Dealer agrees to take all reasonable steps to ensure that the Confidential Information is not disclosed or distributed by its employees, representatives or agents in violation to the terms of this agreement.

7) General

• a) All understandings and agreements between the parties are contained in this Agreement which supersedes and terminates all other agreements between the parties written or oral.
• b) Printodome reserves the right to modify and/or update this Agreement consistent with the modification and/or updating of all agreements Printodome has with other similar dealers and replace or substitute such modified or updated agreement for this Agreement and such replacement or substitution shall not constitute termination of this agreement. Failure of Dealer to execute such replacement or substitution agreement within 30 days of it being offered shall constitute automatic termination of this Agreement by Dealer.
• c) Neither Party shall be responsible for any failure to carry out this obligation hereunder which is due to causes beyond its control, including but not limited to acts of God, public enemy, fires, floods, epidemics, strikes, embargoes, severe weather, war or delay of supplies due to such causes.
• d) Printodome shall not be liable for any damages whatsoever or claims of any kind. Whether based on contract, warranty, tort including negligence or otherwiseor for any loss or damagearising out of, connected with, or resulting from, this Agreement or from the performance or breach thereof, or with respect to any and all goods covered by or furnished under this Agreement. In no event shall Printodome be liable for special. Incidental, exemplary or consequential damages including but not limited to, loss of profits or revenue, loss of use of the product or any associated equipment, cost of capital, cost of purchased Power, cost of substitute products or equipment, facilities or services, downtime costs, or claims or damages of Dealer or employees agents or contractors of Dealers for such damages regardless of whether such claims or damages are based on contract, warranty or tort including negligence or otherwise.
• e) Dealer hereby irrevocably submits generally and unconditionally for itself to the jurisdiction of the Courts in New Delhi over any suit, action or proceeding arising out of or relating to this Agreement or the Product.
• f) A determination that any provision of this Agreement is unenforceable or invalid shall not affect the enforceability or validity of any other provision and determination that the application of any provision of this Agreement to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances.
• g) Unless specifically provided otherwise any notice for purposes of this Agreement will be sent through email to the official mail ID of the Dealer shared during execution of this contract.