Reseller Agreement - Waytoplay toys
This Reseller Agreement (The “Agreement”) is effective 01/11/2022.
Waytoplay toys B.V. is a company organized and existing under the laws of the Netherlands, with its head office located at:
Waytoplay toys B.V.
Lange Herenstraat 32 ZW
1.1 Scope of the Terms and Conditions
These general terms and conditions are subjected to all offers, purchase contracts, deliveries, and services of Waytoplay toys. The terms and conditions will only apply to companies and legal entities under public law.
These terms and conditions are leading if the reseller's terms and conditions are in conflict or deviate from our terms and conditions. The terms and conditions can be changed in official writing and signed by a representative of Waytoplay toys
1.2 Products Covered
Company products mean the products agreed upon between the parties from time to time with any exclusions, additions, or discounts Waytoplay toys may make.
Company distributes its products on the basis of a system of selective distribution as described in article 3. Resellers shall not, without Waytoplay toys prior written approval, appoint sub-resellers, resellers, or agents (“Sub-resellers”) to market or sell Waytoplay products. Resellers shall be liable for the acts and omissions of any such non-recognised sub-resellers. Should the reseller resell products to any non-recognised sub-resellers, and products are further resold, the final end-user may not receive a gateway warranty or technical support.
The territory is the country where the reseller has its place of business.
The reseller shall in no way actively market, distribute, export, or sell Waytoplay products outside the territory without the company's prior written approval. Waytoplay toys will not ship on any purchase orders (“P.O.”). The reseller is aware that Waytoplay toys has an exclusive distribution system in which one or more exclusive resellers are appointed for each country.
1.5 Company Sales Activities
Waytoplay toys reserve the right to make direct sales into the territory, and resellers shall not be entitled to any compensation on any such sales. Waytoplay toys may appoint additional resellers in the territory at any time.
Ordering and Delivery of Waytoplay products
This agreement with terms and conditions, and those provided under the Waytoplay toys consumer products limited warranty (available on request) applies to all purchase orders and other documents of purchase that resellers may place with Waytoplay for the products during the term of this agreement.
2.2 Media for Orders
Resellers may order from Waytoplay toys by mail and phone.
Waytoplay toys will also provide the reseller to enter orders directly into the system. Any order placed by the reseller shall only be deemed to be accepted when that order has been confirmed in writing by Waytoplay toys. Before such confirmation, Waytoplay toys shall have no obligation to deliver any products to the Buyer.
Resellers are responsible for payment of all shipping and handling fees for the delivery of products. All deliveries of Products are Ex-Works or FOB Waytoplay Toys manufacturing facilities unless Waytoplay toys expressly state otherwise in its acceptance of the purchase order. Title and risk of loss shall pass from the gateway to reseller or reseller customers at the point of delivery.
Selective distribution system
3.1 Selective distribution
Resellers are aware that Waytoplay toys has in each country a system of selective distribution system. To be selected as a recognised reseller, it is required that a reseller meets the selection criteria in Annex 1. Reseller shall comply with the selection criteria and the conditions of Annex 1.
Recognition as a recognised reseller is withdrawn when a reseller no longer meets the selection criteria in Annex 1.
3.3 Combination with exclusive distribution
In countries were a selective distribution system for resellers cannot be combined with exclusive distribution as meant in article 1.4, the selective distribution system will prevail and article 1.4 will not apply.
Obligations of the resellers
The resellers shall use the latest media files to advertise.
4.2 Advertising (active sales)
A reseller shall not advertise/do any active sales activities in other countries than their own.
Prices and Payments
5.1. Reseller’s purchase price
Prices for Waytoplay products purchased hereunder shall be agreed to from time to time. Such prices do not include any taxes, fees, duties, shipping costs, and other levies. Any such items (except taxes Company’s income) will be added to the purchase price. Resellers shall pay all taxes and government imposts arising from resellers' activities as company resellers.
5.2 Price changes
Waytoplay toys may at any time change product pricing or reseller’s purchase price without notice or liability, but any P.O accepted by Waytoplay toys before a price change takes effect shall be invoiced at the previous price.
5.3. Invoice and Payment Terms
All Resellers need to pay the order in advance with the order number as a reference. Payments can be made by bank transfer, IDEAL, Credit Card, or Paypal.
Changes can be made with the Waytoplay toys prior to written approval.
Intellectual property and Commercial communications
6.1. Intellectual Property
The reseller may only market the products supplied by Waytoplay in their original packaging. The reseller is expressly prohibited from making any changes to the products supplied by Waytoplay toys by, for example, packaging or labeling them differently, or by giving them a different name, trade name, or specification. The reseller will not be allowed to remove or change any device mark, trademark, letter(s), number(s), and/or indications attached to the product by Waytoplay toys.
6.2 Property rights
Waytoplay toys reserves and retains all intellectual and industrial property rights in and to the products it produces develops, and supplies.
Questions about the Terms of Service should be sent to us at firstname.lastname@example.org
ANNEX I : criteria and conditions for selective distribution