Internet Sales Agreement

Internet Sales Agreement

Please download the Internet Sales Agreement as PDF here and send a signed copy by fax to +49 (0) 8122/9727-40.


Preamble
VENTO Vertriebs GmbH is the exclusive licensee of gift items of the brands VW Collection, BRISA CAN, MyClock, MyPhoto etc. in Europe. The Dealer is interested to act as a reseller of the products represented by VENTO Vertriebs GmbH through its stationary retail shop and/or its own Webshop. For this purpose the partners agree the following:

§ 1 General
The basis of the legal relationship between the parties with respect to the resale of the VENTO Vertriebs GmbH-related products (the "Products") is solely this contract and, additionally applicable to the general Terms and Conditions of Trade of VENTO Vertriebs GmbH which govern individual contracts of sale. VENTO Vertriebs GmbH does not recognise the Dealer’s Terms and Conditions of Trade. Also the unconditional execution of a purchase agreement in knowledge of conflicting or deviating terms and conditions of the dealer does not constitute the company's consent to their validity.

§ 2 Distribution Rights

  1. The Dealer is granted the right to re-sell Products of the brands VW Collection, BRISA CAN, MyClock and MyPhoto which he obtained from VENTO Vertriebs GmbH under his own responsibility and under his own company name through his own stationary retail shops as well as through his own webshop (simple, non-exclusive distribution right).
  2. Pursuant to § 5, the sale of Products through and to 3rd-party internet platforms and marketplaces such as Amazon, Allegro and Ebay is prohibited.

§ 3 Sales and Marketing Support
The Dealer is entitled to the use of the following sales and marketing support from VENTO Vertriebs GmbH:

  1. The Dealer will be provided with promotional materials, including product photos, free of charge.
  2. The Dealer is entitled to copy and utilise text description excerpts of the featured products on the website of VENTO Vertriebs GmbH for the product descriptions on his own website.
  3. The Dealer will be regularly informed about new product releases and special offers.

§ 4 Contract Term

  1. The Business Associate Agreement commences with signature and remains valid for 3 years. It will be extended automatically for another three years if it is not terminated by either party with a notice period of six months.
  2. The notice of termination must be submitted in writing. It is acceptable to be sent by email.

§ 5 Principles of Cooperation

  1. The partners are in agreement to the effect that the sales success in the market of the products of VENTO Vertriebs GmbH is dependent upon the marketing efforts of both parties. The products sold by VENTO Vertriebs GmbH are high-quality, branded products which are marketed at great advertising expense. The products therefore should not be positioned as cheap mass-market items, but rather – in comparison to other gift items - in a more high-quality product segment with an elevated customer perception and thus a higher price segment.
  2. The high quality of the brand items sold requires a particularly high-end presentation of the products at the point of sale. In the case of internet sales (e-commerce), the Dealer must ensure that presentation of the products on his own website meets this requirement. Distribution through eBay, Amazon and similar marketplace websites do not meet the selection criteria stated in these requirements.

§ 6 Proprietary Rights

  1. All legal rights of the products, including copyright, trademark, corporate rights or other distinguishing characteristics, if any, remain the entitlement of VENTO Vertriebs GmbH.
  2. The Dealer undertakes to neither attack nor allow or lend any support of an attack by third parties of the rights of VENTO Vertriebs GmbH. Should the Dealer be found to be in violation of this provision, VENTO Vertriebs GmbH reserves the right to terminate this agreement forthwith and without notice for good cause.
  3. The Dealer may not, in his own or any other name, seek to legally register the trademarks, trade names or other distinguishing marks of VENTO Vertriebs GmbH or its products, or any such trademarks, trade names or other distinguishing marks which are identical or similar to those of VENTO Vertriebs GmbH – to the extent that they are eligible for registration – either within or outside the Dealer’s contractual territory. Accordingly, the Dealer does not have the right to incorporate the above mentioned characteristics as part of his company or domain name, or to register same in the commercial or any other official registry or to obtain certification or protection from a certification authority.
  4. The use of the brand logos of the distributed products by the Dealer on any internet commerce site apart from his own is prohibitied.

§ 7 Competition
The Dealer is free to offer and distribute any products from VENTO Vertriebs GmbH’s competitor companies throughout the duration of this agreement.

§ 8 Re-sale Prices
The Dealer is free to determine his own prices and conditions for the distributed products to third parties. There is no binding fixed re-sale price of the products.

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