批發／寄賣客戶合作同意書

General Terms and Conditions of Wholesales Agreement

This General Terms and Conditions of Wholesales Agreement shall be effective upon the date on which the Retailer has signed the Wholesales Application Form issued by Maktub Zakka Spiritual Shop Company Limited (the “Company”).

Section 1 - General Conditions

The Retailer is responsible for all information provided to the Company in relation to the products ordered and the Company shall not be responsible for any errors or missing information in the details that the Company receive from the Retailer.

The Company reserve the right to refuse service to anyone for any reason at any time.

All products purchased by the Retailer under this agreement is for retail only. The Retailer is prohibited for any other use including but not limited to personal use. If found, the Retailer is obligated to compensate the Company of the difference between the retail price and wholesale price of all products in that order.

Section 2 - Minimum Order Value

The Company reserve the right to require the Minimum Order Value.

Section 3 - Minimum Sales Price

Products or goods purchased from the Company shall only be sold at or above the Minimum Sales Price.

The Company reserved the right to request the Retailer to adjust the retail price. The Retailer is obligate to adjust the retail price as required by the Company within 3 days upon notice.

Section 4 - Damages and Defects

The Retailer must inspect all shipments immediately upon arrival.

Returns must be made in writing directly to the Company within 3 days of delivery date quoting invoice number and reasons.

No returns are accepted prior to the Company approval and delivery instructions for transport.

All product samples are will not be accepted for refund.

Merchandise entered the warehouse or shopfront of the Retailer will not be accepted for refund.

Return shipping will be responsible by the Retailer.

Returned merchandise will be replaced with new merchandise only.

The Company reserve all right to decide if the returned merchandise will be accepted. For any goods returned as ‘unsuitable’ they are deemed non-replaceable plus shipping chargeable to the Retailer

Section 5 - Shipping

Shipping is not included in the cost of goods. All orders freight will be charged in additional to the product cost.

Section 6 - Delivery Window

Please allow at least 10-30 days from the time of your order for delivery. Larger orders may require more time; please contact us for information about availability.

The Company do not guarantee the delivery date.

Section 7 – Responsibilities of the Company

The Company shall allow the Retailer to use any product information, including but not limited to specifications, warranty, images, and videos of the purchased product (“collectively referred as “Product Materials”).

Section 8 – Responsibilities of the Retailer

The Retailer shall grant the Company the right to use any Product Materials own or created by the Retailer for publication and/or advertisement and/or promotion.

The Retailer shall not at anytime claim that it is selling on behalf of the Company. Whereas the Retailer can declare the product is purchased from the Company.

The Retailer is obligated to take down and remove from their data base any Product Materials as required by the Company within 3 days upon notice.

The Retailer is restricted to sell the Company’s products at the allowed platform only. The Retailer is obligated to take down and remove the Product Materials from any platform as required by the Company within 3 days upon notice.

Section 9 – Intellectual Property Right & Data Privacy

The Retailer acknowledges and agrees that with respect to all intellectual property rights of the Company, including but not limited to its trademarks, logos, designs, any improvement or modification to the Products, or materials created by the Company in relation to the Products or otherwise (“Intellectual Property Rights of the Company”) under this Agreement:

- The Retailer shall acquire no ownership rights to the Intellectual Property Rights of the Company by virtue of this Agreement or otherwise;

- The Retailer shall not, during the term of this Agreement or at any time thereafter, directly or indirectly, contest or impair, or aid others in contesting or impairing the Intellectual Property Rights of the Company;

- The Retailer shall not use or permit the use of the Intellectual Property Rights of the Company in any manner which may adversely affect the Company, or which may otherwise dilute the Intellectual Property Rights of the Company.

The Retailer shall grant the Company a non-exclusive, royalty-free, perpetual, sub-licensable rights to use the Product Materials despite the termination of this Agreement.

Notwithstanding anything to the contrary in this Agreement, the Retailer shall not use any of the Intellectual Property Rights of the Company unless it is permitted by the Company in writing under this Agreement.

The Retailer shall not cause or permit anything which may damage or endanger the Intellectually Property Rights of the Company or assist or allow others to do so.
The Retailer shall notify the Company of any suspected infringement of the Intellectual Property Rights of the Company and shall take such reasonable action as the Company may direct at the expense of the Company in relation to such infringement.

The Retailer represents and warrants that it is the sole and absolute owner or has the right to use all intellectual property rights in relation to the Products including but not limited to its logo, Product information, specifications, images, slogans and photos at its sale centre. The Retailer shall fully indemnify and keep the Company and its affiliates and their respective directors, officers, employees and agents harmless from all liabilities, costs, claims, losses and proceedings resulting from any action based on a breach of such representation and warranty.