Appointment
Fabforge appointments for the distributors are non-exclusive of All Fabforge products within the specified territory.Acceptance
By accepting this appointment, the Distributor agrees to comply with these Terms and Conditions.Distributor Obligations
Sales and Marketing
Distributor shall use its best efforts to promote, market, and sell the Products within the Territory.Compliance with Laws
Distributor agrees to comply with all applicable local, state, national, and international laws and regulations in the performance of its duties under these Terms.Marketing Materials
Distributor shall use only the marketing materials provided or approved by the Company. Any modifications or new materials must be approved in writing by the Company.Pricing
Distributor shall set prices for the Products at its discretion, subject to any minimum advertised pricing (MAP) policies set by the Company.Orders and Payment
Purchase Orders
All orders for Products shall be submitted to the Company in writing and are subject to acceptance by the Company.Payment Terms
Payment for Products shall be made in accordance with the payment terms specified in the Company's invoice. The Company reserves the right to change payment terms at any time upon notice to the Distributor.Late Payments
Late payments will incur interest at the rate of 2% per month on the outstanding balance until paid in full.Delivery and Risk of Loss
Delivery
The Company shall use reasonable efforts to meet the delivery dates specified in Distributor's purchase orders but shall not be liable for any delays.Risk of Loss
Title to and risk of loss for the Products shall pass to the Distributor upon delivery to the carrier.Warranty and Returns
Product Warranty
The Company warrants that the Products will be free from defects in materials and workmanship for a period of 12months from the date of shipment. This warranty does not cover damage caused by misuse, abuse, accidents, unauthorized modifications, or repairs.Returns
Distributor must notify the Company of any defective Products within 7days of receipt. The Company will provide instructions for the return of defective Products.Intellectual Property
Trademark Use
Distributor is granted a non-exclusive, non-transferable right to use the Company's trademarks in connection with the promotion and sale of the Products in the Territory.Intellectual Property Rights
All intellectual property rights in and to the Products, including but not limited to patents, trademarks, and copyrights, are owned by the Company.Confidentiality
Distributor agrees to keep confidential any proprietary information disclosed by the Company and to use such information only for the purposes of performing its obligations under these Terms.Term and Termination
Term
This Agreement shall commence on the effective date and continue for a period of 12months, unless terminated earlier in accordance with these Terms.Termination for Convenience
Either party may terminate this Agreement for any reason upon 30 days written notice to the other party.Governing Law and Dispute Resolution
Governing Law
These Terms shall be governed by and construed in accordance with the laws of India without regard to its conflict of law principles.Dispute Resolution
Any disputes arising out of or in connection with these Terms shall be resolved through good faith negotiations. If such negotiations fail, the disputes shall be resolved through binding arbitration in Coimbatore Jurisdiction only.Miscellaneous
Entire Agreement
These Terms constitute the entire agreement between the parties and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.Amendments
No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by both parties.Assignment
Distributor may not assign its rights or delegate its obligations under these Terms without the prior written consent of the Company.Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect