Reseller agreement

(a) Subject to the terms and conditions of this Agreement, WATSON hereby grants to Reseller the non-exclusive and non-transferable right to market and resell the Products to the customers within the Territory.

(b) Reseller expressly acknowledges and agrees that it shall not, during the term of this Agreement, promote, distribute and resell the Products to any customer in any place other than in the Territory.

1.2 Relationship of Parties
The relationship between WATSON and Reseller during the term of this Agreement shall be solely that of a buyer and seller. Neither Party shall have the right or authority to undertake any obligation whatsoever or make any representations on behalf of the other unless authorized to do so in writing. The parties have not and do not intend to create any agency, partnership, joint venture or employer-employee relationship.

1.3 Appointment of Sub-distributor
Reseller may appoint a third party as sub-distributor for the marketing and selling of the Products in the Territory without the consent of WATSON, provided however, Reseller shall disclose the details of the sub-distributor upon WATSON’s request. Reseller shall be responsible for ensuring that such sub-distributor comply with the obligations of Reseller under this Agreement, and Reseller agrees that it shall be responsible for sub-distributor’s business activities.

Article 2. Reseller Registration

2.1 Resellers who intend to become a reseller of WATSON’s Products shall submit a duly filled application form on WATSON’s ecommerce website.

2.2 WATSON shall carefully consider the application and will contact the reseller within two (2) business days. Upon consultation with the reseller, if WATSON approves the reseller’s application, the reseller can register itself as Reseller on WATSON’s ecommerce website.

2.3 After registration as Reseller on WATSON’s ecommerce website, WATSON shall provide Reseller, via email, with its account and login details through which Reseller can have access to the Reseller’s ecommerce portal.

Article 3. Reseller Obligations

3.1 Reseller shall use its best efforts to market, advertise, promote and resell the Products to customers in the Territory.

3.2 Reseller shall at its own expense, carry out all kinds of promotional activities in order to increase the sales of the Products in the Territory.

3.3 Reseller will at all times perform hereunder in an ethical and professional manner and in accordance with this Agreement and any guidelines issued by WATSON.

3.4 Reseller shall, at its own expense, obtain all permits and licenses necessary in connection with its performance of this Agreement, and will comply with all applicable US laws, rules and regulations in the performance of its obligations hereunder.

Article 4. WATSON Supports

4.1 WATSON will provide, at its discretion, free samples of the Products if requested by the Reseller via an inquiry form uploaded on WATSON’s ecommerce website.

4.2 WATSON may provide any instructions or guidelines with respect to the marketing or resale of the Products in the Territory.

4.3 WATSON shall make suggestions to Reseller regarding the resale price and would encourage, but in no way compel, Reseller to sell the Products at such resale price. Reseller, may in its own discretion, decide the price at which it intends to resale the Products to customers.

Article 5. Order and Delivery

5.1 Order

(a) Reseller may choose and order the quantities of the Products required hereunder directly on the Reseller’s ecommerce portal.

(b) In the event that Reseller intends to buy the Products in bulk order, a separate agreement shall be concluded between WATSON and Reseller in that regard.

5.2 Delivery

(a) Unless otherwise agreed between parties, delivery of the Products shall be made at such place of destination as mentioned by Reseller while placing the order, on Delivery Duty Paid (DDP) basis. The trade term DDP shall be interpreted in accordance with INCOTERMS 2020 as amended.

(b) The title and risk of loss and damage to the Products shall pass to Reseller upon delivery of the Products under the preceding paragraph.

Article 6. Price and Payment

6.1 Price
Reseller shall be provided with special discounts on purchase price of the Products, as stipulated on the portal.

6.2 Payment
Reseller shall complete payment of the Product price and shipping fees by the electronic payment on the ecommerce portal. If the payment is not made by the due date, the sales contract based on such order shall be automatically cancelled.

Article 7. Product Warranty; Limitation of Liability

7.1 Limited Product Warranty
WATSON warrants to Reseller that the Products will conform to WATSON’s specifications and descriptions of features listed in its catalogs on Reseller’s ecommerce portal for ninety (90) days from the date of delivery of the Products (“Warranty Period”). This Warranty shall not apply to any damage resulting from any unauthorized use or negligence on the part of Reseller.

7.2 No Other Warranties
EXCEPT FOR WARRANTIES EXPRESSLY MADE HEREIN, WATSON MAKES NO REPRESENTATIONS EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORILY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

7.3 Product Remedy
Reseller must notify WATSON of non-conforming Products within the Warranty Period, and Reseller’s failure to give notice of any claim within the applicable time period shall be deemed an absolute and unconditional waiver of such claim. At WATSON’s request, Reseller shall promptly forward to WATSON any allegedly defective or non-conforming Product or a representative sample thereof, as specified by WATSON. If any Product warranted hereunder proves defective or non-conforming, as determined by WATSON in its sole reasonable discretion, WATSON’s sole and exclusive obligation and Reseller’s sole and exclusive remedy hereunder will be for WATSON, at WATSON’s option, to: (i) replace at no cost to Reseller, any such defective or non-conforming Product with a non-defective or conforming Product; or (ii) refund all amounts paid with respect to the defective or non-conforming Product in the manner separately designated upon WATSON’s receipt of, and opportunity to evaluate, the defective or non-conforming Product.

7.4 Limitation of Liability
IN NO EVENT WILL WATSON HAVE ANY OBLIGATION OR LIABILITY FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, OPPORTUNITIES, REVENUE, BUSINESS), WHETHER BASED ON AGREEMENT (INCLUDING WARRANTY), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF STATUTORY DUTY, AND REGARDLESS OF WHETHER WATSON HAS BEEN ADVISED OF THE POSSIBILITY THEREOF AND WHETHER OR NOT SUCH DAMAGES ARE REASONABLY FORESEEABLE. THE TOTAL LIABILITY OF WATSON, IF ANY, FOR ANY DAMAGES RELATING TO ANY PRODUCT SHALL BE AN AMOUNT EQUAL TO THE PRICE OR FEES PAID FOR THE PARTICULAR PRODUCT(S) DELIVERED IN RESPECT TO WHICH SUCH DAMAGES ARISE, IN NO EVENT TO EXCEED 10,000 U.S. Dollars.

Article 8. Indemnification

Reseller shall indemnify, defend, and hold harmless WATSON from and against, and in respect of, any and all actions, claims, suits, judgments, damages, liabilities, losses, settlement payments, fines, penalties, costs, and expenses (including legal fees) of every kind whatsoever arising out of, from, or in connection with any: (a) patent, copyright, or trademark infringement, or violation of any other proprietary right, arising out of the use of any Product or any specifications furnished by Reseller; or (b) breach by Reseller of any provision of this Agreement.

Article 9. Intellectual Property Rights

9.1 Reseller acknowledges that all rights, title and interest in and to the Products and associated WATSON’S promotional materials and documentation, including without limitation all copyrights, patent rights, trademark and service mark rights, trade secret rights and other intellectual property rights (collectively, “Intellectual Property rights”) are and will remain the property of WATSON.

9.2 Reseller may use WATSON’S trademark name “WATSON BIO LAB”, mark, logo, design or any other trademark (“WATSON’s Mark”) that WATSON uses in Japan and the United States in connection with the advertisement, promotion and brand image of WATSON with prior consent of WATSON. Notwithstanding the foregoing, Reseller will comply with all the instructions provided by WATSON with respect to the use of the WATSON’s Marks. Reseller also undertakes that WATSON’s Mark shall not be used for any purpose except for the purpose of marketing, advertisement, promotion and resale of WATSON’s Products in the Territory, as stipulated in this Agreement.

Article 10. Confidential Information

Reseller shall maintain in confidence, not disclose to any third person, and not use, except for the specific purpose of performing under this Agreement, all confidential information furnished to it by WATSON in connection with this Agreement, as a result of discussions, negotiations, or other communications with WATSON in relation to the Products, or derived from WATSON in performance of this Agreement, and shall return to WATSON, upon request, all copies then in Reseller’s possession of WATSON’s confidential information.

Article 11. Term and Termination

11.1 Term
This Agreement shall be for a period of one (1) year commencing on the date Reseller is registered on the WATSON’s e-commerce website and shall automatically be renewed thereafter for successive periods of one (1) year unless a three (3) months prior written notice of termination or change in terms of this Agreement is provided by either party, before the expiration of the initial terms or any subsequent term.

11.2 Termination
Either party hereto may immediately terminate this Agreement by giving a written notice to the other party:

(a) In the event of a material breach by the other party in any of the terms and conditions of this Agreement that is not remedied within thirty (30) days of the other party’s receipt of notice of such breach.

(b) In the event the other party (i) becomes insolvent or bankrupt; (ii) is subject of a voluntary or involuntary petition under bankruptcy, insolvency, corporate reorganization or any other similar proceedings, (iii) a receiver is appointed with respect to any of the assets of such Party, or (iv) liquidation proceedings related to reorganization, or its liquidation or solvency.

11.3 Obligations upon Termination

11.3.1 Upon termination or expiration of this Agreement:

(a) The rignt granted pursuant to Article 1.1(a) shall immediately terminate;

(b) Reseller shall immediately cease sales of the Products in the Territory;

(c) Reseller shall immediately cease use of WATSON’s Mark in any manner whatsoever; and

(d) Reseller shall, at its own expense, immediately destroy or return to the WATSON, all promotional material, confidential information and any other materials of WATSON in possession of Reseller.

11.3.2 The parties shall not be relived from their obligations which have accrued prior to termination pursuant to the provisions of this Agreement.

Article 12. Miscellaneous

12.1 Governing Law
This Agreement shall be governed by and construed with the laws of Japan.

12.2 Arbitration
Any or all disputes, controversies or differences arising from, in relation to or in connection with this Agreement, shall be settled by mutual consultation between the parties hereto in good faith and as promptly as possible, but failing an amicable settlement, shall be settled by arbitration in Tokyo, Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association by one arbitrator. The award of the arbitrator shall be final and binding upon the parties hereto.

12.3 Force Majeure
Neither party to this Agreement shall be responsible for any failure to perform its obligations due to causes beyond such party’s reasonable control, including but not limited to (a) acts of god; (b) storms, flood, fire, earthquake or explosion; (c) war, invasion, hostilities, terrorist threats or acts, riots of other civil unrest, epidemic and pandemic; (d) strikes, labor stoppages, or slowdowns or other industrial disturbances; and (e) national or regional emergency. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within seven (7) business days of its occurrence.

12.4 Assignment
Neither party may assign or transfer in any manner all or any of its rights or obligations under this Agreement without the prior written consent of the other party.

12.5 Amendment and Waiver
No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereof shall be valid or binding unless made in writing and duly executed by the parties.

12.6 Severability
The invalidity, illegality or unenforceability of any one or more of the provisions of this Agreement shall in no way affect or impair the validity and enforceability of the remaining provisions hereof.

12.7 Language
This Agreement shall be executed only in English. Any translation hereof into any other language shall be deemed solely as reference materials.

12.8 Entire Agreement
This Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements and understanding in the respect thereof.

If Reseller has an inquiry with respect to this Agreement, or other inquiry regarding WATSON, it’s ecommerce website or Products, please feel free to contact us via the following address.

[Name] Keisuke Mitsuo

[Address] WATSON CO., LTD. Overseas Sales Dept. : 2-2-7 Murotani, Nishi-ku, Kobe-shi, Hyogo, Japan

[Email Address] info@watsonbiolab.com