Reseller Terms & Conditions
1. Order Process and Inventory
1.1: All orders must be placed through SMUGs approved online portal or as agreed in writing. 1.2: SMUG reserves the right to limit order quantities based on inventory levels or production capacity. 1.3: Reseller is responsible for verifying product condition upon delivery; claims for damaged goods must be reported within 7 days.
2. Intellectual Property
2.1: All trademarks, logos, and marketing materials provided by SMUG remain SMUG’s property. 2.2: Reseller may use these materials solely for promoting SMUG products and must cease use upon termination of this agreement. 2.3: Unauthorised use or reproduction of SMUG’s intellectual property is prohibited.
3. Force Majeure
3.1: Neither party shall be liable for delays or failures to perform due to events beyond their control (e.g., natural disasters, strikes, or government actions). 3.2: The affected party must notify the other promptly and resume performance as soon as possible.
4. Dispute Resolution
4.1: Any disputes arising from this agreement shall first be addressed through good-faith negotiations between the parties. 4.2: If unresolved within 30 days, disputes will be submitted to mediation under UK law before any legal action. 4.3: Legal proceedings, if necessary, will be conducted in courts located in England.
5. Non-Exclusive Agreement
5.1: This is a non-exclusive arrangement; SMUG may appoint other resellers or sell directly to customers. 5.2: Reseller is not restricted from selling competing products, provided it complies with this agreement.
6. Changes to Terms
6.1: SMUG may update these terms with 30 days' written notice to the reseller. 6.2: Continued participation after the notice period constitutes acceptance of the new terms.
7. Return Policy
7.1: Products may be returned only if defective, subject to SMUG's approval, within 14 days of delivery. 7.2: Return shipping costs are the reseller’s responsibility unless otherwise agreed.
8. Assignment
8.1: The Reseller may not transfer this agreement or its rights/obligations to another party without SMUG's prior written consent
9. Indemnification by Reseller
9.1: The reseller shall indemnify, defend, and hold harmless Smug (powered by The Kehemi LTD Group), its affiliates, directors, officers, employees, and agents (collectively, “Smug”) from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) any breach by the Reseller of this Agreement; (b) any misrepresentation or false advertising by the reseller relating to Smug's products; (c) any negligent, illegal, or unauthorised acts or omissions of the reseller in connection with the marketing, promotion, distribution, or sale of SMUG’s products; and (d) any claims brought by customers or third parties relating to the use or performance of the products sold by the Reseller.
10. Limitation of Liability
10.1: Smug shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits or revenues, whether incurred directly or indirectly, arising from or related to the reseller’s activities, regardless of the legal theory asserted, even if Smug has been advised of the possibility of such damages.
11. Insurance
11.1: The reseller agrees to maintain adequate commercial general liability insurance, including product liability coverage, with reputable insurers, in amounts satisfactory to SMUG, and to provide evidence of such coverage upon request.