Reseller

RAIN DESIGN AUTHORIZED RESELLER AGREEMENT  

THIS AGREEMENT is made between RAIN DESIGN, INCORPORATED, a corporation duly organized under the laws of the state California ("RAIN DESIGN ") and having our principal place of business at 2102 Business Center Drive, Suite 130, Irvine, CA 92612, USA and (Name of Reseller Submitting online Application) whose principal place of business is listed below (Hereinafter referred to as "Reseller"). 

Appointment of Reseller

RAIN DESIGN hereby appoints the Reseller, and the Reseller hereby accepts such appointment as a retail reseller, upon the terms and conditions hereinafter set forth, for RAIN DESIGN’s products (“Products”), as indicated on the Reseller Price Schedule. 

Reseller Obligations

In reselling the Products, the Reseller must: 

  1. use good sales procedures and act in a way which promotes the Products in a way that is best for both parties herein
  2. display, demonstrate and represent the Products fairly in comparison with other similar products;
  3. demonstrate the proper operation and maintenance of the Products to customers;
  4. employ sufficient numbers of adequately trained sales and technical staff to market and support the Products to achieve maximum customer satisfaction;
  5. comply with all applicable laws in performing its duties under this agreement (and, in particular, not make any false, misleading or deceptive representation concerning the Products to anyone);
  6. act in accordance with current RAIN DESIGN policies and standards for sales, servicing and returns;
  7. not do, or to do anything, which would cause RAIN DESIGN to breach its obligations to its suppliers; and
  8. ensure that, where RAIN DESIGN is undertaking activities on behalf of Reseller (such as delivery of Products), Reseller must provide the necessary details and information of the purchaser and that RAIN DESIGN is not responsible for errors or omissions made by the Reseller.

Prices 

Quoted prices for Products are estimates only and may change due to currency rate fluctuations, changes in customs duties or taxes, or other events beyond the control of RAIN DESIGN. RAIN DESIGN shall sell Products to the Reseller at the prices specified in the Reseller Price Schedule, as such schedule is in effect at the date of the Reseller’s order for such Products.  RAIN DESIGN may amend such price schedule at any time by notice to the Reseller specifying the effective date of the price change (which date may be the date of such notice).  RAIN DESIGN shall have no liability to the Reseller in connection with the Reseller’s inventory of unsold Product as of the effective date of such amendment.  Price amendments shall apply to all Products shipped subsequent to the effective dates of the amendment, unless otherwise allowed by RAIN DESIGN.  There shall be no co-operative advertising arrangements between RAIN DESIGN and the Reseller except as agreed in writing by the parties

Taxes

All prices are exclusive of any present or future sales, revenue, or excise tax, import duty (including brokerage fees), or any other applicable tax.  All applicable taxes are the responsibility of the Reseller.  A valid reseller license or certificate must be submitted prior to shipment.

Orders

  1. All orders for Products placed by the Reseller with RAIN DESIGN and accepted by RAIN DESIGN shall be filled as soon as reasonably practicable.  Notwithstanding the foregoing, however, delivery dates as set forth in any purchase order for confirmation thereof shall be deemed to be estimated only, and RAIN DESIGN shall not be liable for any losses or damages, direct, indirect, special consequential, incidental or otherwise, that may arise out of any failure or delay in the delivery of any Products resulting from any cause or reason whatsoever, whether or not caused by RAIN DESIGN.
  2. RAIN DESIGN shall have the right, at any time, to effect changes in, or to discontinue the sale or manufacture of, any of its Products, as well as any component parts thereof or accessories thereto, without incurring any liability to the Reseller.
  3. RAIN DESIGN shall have the right:
    • To refuse to accept any order placed by the Reseller,
    • Cancel any purchase order previously placed by the Reseller or 
    • Refuse or delay shipment of Products pursuant to any such purchase order, in each case immediately upon the breach by the Reseller to meet any payment schedules, credit or other financial requirements which may, from time to time, be established by RAIN DESIGN.
  4. RAIN DESIGN will invoice the Reseller for shipping and handling costs incurred.

Delivery

  1. Shipping Policy - F.O.B. Point. Shipping terms are F.O.B. RAIN DESIGN’s warehouse. Freight may be prepaid by RAIN DESIGN and billed to the Reseller. RAIN DESIGN reserves the right to select the method of transportation and the routing of shipment.
  2. Delivery. Unless otherwise expressly agreed in writing, delivery of the product will be made F.O.B. RAIN DESIGN’s warehouse, and RAIN DESIGN reserves the right to make delivery in installments unless otherwise specified at the time of order.
  3. Loss or Damage on Shipments F.O.B. Warehouse (Standard Conditions). RAIN DESIGN shall not be responsible for any loss, damage or pilferage sustained in transit. Claims of such character should be made promptly by the Reseller against the carrier. If RAIN DESIGN is notified in writing of such claims, it will lend assistance to secure adjustment. Valuation of shipment will be at carrier’s standard rates unless otherwise specified by the Reseller at additional cost.
  4. Loss or Damage on Shipments F.O.B. Destination (Exception to Standard Conditions). If delivery is made otherwise than F.O.B. RAIN DESIGN’s warehouse, the Reseller shall examine the product as soon as it is received and shall give immediate notice to RAIN DESIGN and the carrier of any loss or damage sustained during transit, and further in the case of any damage, the Reseller shall request an inspection of the loss or damage by a representative of the carrier and a copy of the carrier’s Inspection Report shall be sent to RAIN DESIGN. If such notice to RAIN DESIGN or to the carrier is not given, the product shall be deemed to have been delivered in satisfactory condition and the price shall become due and payable in full as agreed between RAIN DESIGN and the Reseller.
  5. Title. Delivery of goods to a carrier shall constitute delivery to the Reseller and, regardless of freight payment, and method, all risk of loss or damage in transit shall pass to the Reseller at that time. Title to goods shall pass from RAIN DESIGN to the Reseller when RAIN DESIGN has been paid in full. All goods shall continue to be personally notwithstanding their mode of attachment to realty or other property. If default is made in any of the payments herein, RAIN DESIGN may retain any partial payments which have been made, as liquidated damages, and RAIN DESIGN shall be entitled to the immediate possession of the goods and shall be free to enter the premises where the goods may be located, and remove them as RAIN DESIGN’s property, without prejudice to RAIN DESIGN’s right to recover any further expenses or damages RAIN DESIGN may suffer by reason of such non-payment. 

Payment 

All prices are in U.S. funds.

  1. Invoice.  RAIN DESIGN will send invoices to Reseller for Products at the time the Products are shipped or shortly after that.  The reseller shall pay by credit card, check or wire transfer or by such other means as RAIN DESIGN shall approve in writing the purchase of products ordered at the time of placement of the order
  2. Credit Terms.  Reseller may apply to RAIN DESIGN for credit by completing a Credit Application Form.  RAIN DESIGN may grant, withdraw or vary credit at its sole discretion. The Reseller’s payment terms will be net thirty (30) days from the invoice date, subject to credit approval.  For invoices not paid within thirty (30) days of the invoice date, a late penalty charge of 1.5% per month (pro-rated daily) or the maximum rate allowed by applicable usury laws, whichever is greater, will be applied against overdue amounts until the price, including service charges, has been fully paid but this shall not be construed as obligating RAIN DESIGN to grant any extension of time in the terms of payment.  If amounts are overdue, RAIN DESIGN may, without waiving any other rights and remedies to which RAIN DESIGN may be entitled, decide not to accept additional orders from Reseller, terminate this Agreement, refuse to ship ordered Products, cease to provide warranty or customer support and/or seek collection from Reseller of all amounts due, including reasonable legal fees and costs of collection.

Cancellations and Returns (Non-defective) 

Orders may be cancelled no later than one (1) business day prior to shipment.  No returns for credit/refund will be accepted.  At RAIN DESIGN’s sole discretion, non-defective and unopened Products may be returned within ten (10) days from the shipment date and will be subjected to 30% restocking fee.  RAIN DESIGN has the sole discretion to specify the conditions for the return of Products.  The Reseller will be liable for all delivery and issuance charges incurred in respect of returned goods.  Product that is returned incomplete, damaged, or has been used, if accepted, will require a deduction.  This deduction is final and in addition to the 30% returns charge. Subsequent return of missing items will not be entertained. 

Returns (Defective) 

Contact RAIN DESIGN immediately upon discovering merchandise defect and request for Return Merchandise Authorization (RMA) from RAIN DESIGN.  Merchandise would be replaced or fixed.  Shipping and freight charges would be credited back once RAIN DESIGN determines that it is a manufacturer’s defect.  

Warranties 

  1. RAIN DESIGN provides warranty against defects in material and workmanship for a period of one (1) year from the date of purchase of the Product.  Should there be any defect, RAIN DESIGN would either repair or replace the product at its sole discretion.  The warranty does not apply to damages caused by accident, abuse, misuse and misapplication.
  2. RAIN DESIGN only passes on to Reseller manufacturers’ express warranties.  RAIN DESIGN gives no express guarantees or warranties at all (except to the limited extent required by law).
  3. All warranty claims must be made strictly in accordance with manufacturers’ requirements.
  4. This Agreement disclose the entire liability of RAIN DESIGN to Reseller.  All other conditions, warranties and representations, whether as to fitness for purpose, merchantable quality or otherwise are excluded, to the maximum extent permitted by law.

Product Changes

RAIN DESIGN reserve the right to make any changes to the product's design, material, fabrication or production, without any prior notice.  

Indemnification

The Reseller agrees to indemnify RAIN DESIGN and to hold it harmless from and against any and all liability, damage or expense (including costs and attorney’s fees) arising out of or relating to the acts or omissions of the Reseller, its employees or agents, in connection with the duties of the Reseller under this Agreement, or incurred by RAIN DESIGN in enforcing any provision of this Agreement. 

Non-Assignability

No right or interest of the Reseller hereunder arising out of this Agreement may be assigned or otherwise transferred, whether by operation of law or otherwise, without the prior written consent of RAIN DESIGN, and no delegation of any obligation owed by the Reseller hereunder shall be made without prior written consent of RAIN DESIGN.  Any such attempted assignment, other transfer or delegation shall be void for all purposes. 

Notices 

All notices and other communications required, or permitted hereunder shall be in writing and shall be deemed to have been given or made when personally delivered or sent by certified by mail, return receipt requested, postage prepaid, to the addressee thereof at its address set forth on Page 1 of this Agreement, or such other address as either party may hereafter communicate to the other party hereto in like manner. 

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California.  The terms of this agreement are severable, and in the event that any portion of this agreement shall be found to be unenforceable, the remainder of the agreement shall remain in full force and effect.  

Force Majeure 

Neither party is responsible for failure or delay in performance acts of God, strikes, floods, fire, war, public enemy, electrical or equipment failure, failure of third parties or any event beyond its reasonable control.  

Consent to Jurisdiction

The California state courts of San Francisco, California (or, if there is exclusive federal jurisdiction, the United States District Court for California) shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and Reseller hereby consents to the jurisdiction of such courts. 

Miscellaneous

  1. Except for co-operative advertising agreements, if any, this Agreement contains the entire understanding of the parties with respect to its subject matter and no amendment or waiver of any provision hereof shall be valid unless in writing, signed by each of the parties hereto.
  2. This Agreement supercedes any and all prior agreements, whether written or oral, entered into between the Reseller and RAIN DESIGN with respect to the subject matter hereof, except that nothing herein contained shall be construed as intended to relive or release either party from any obligation which such party may owe to the other pursuant to any such prior Agreement.
  3. No waiver by either party of any breach hereof shall be deemed a waiver of such party’s right to exercise the sale or any other right or privilege hereunder to any subsequent time to times.
  4. If there is any conflict between the terms and conditions of this Agreement and Terms of Sale of any purchase order given by the Reseller and accepted by RAIN DESIGN or of any confirmation of any purchase order given by RAIN DESIGN, then in such event, the terms and conditions of this agreement shall prevail and shall be conclusively binding upon both the Reseller and RAIN DESIGN. 

Rain Design Inc. Minimum Advertised Pricing (MAP) Policy 

Since 2003, Rain Design has been building a brand of patented high-quality products that integrate aesthetics and functions. By aligning its pricing with Rain Design’s established Minimum Advertised Price (MAP), a reseller contributes to the building of the Rain Design brand and reputation. 

As Rain Design’s authorized reseller, you agree to abide by the following requirements and restrictions. The MAP policy shall work under the following guidelines: 

  1. The MAP for any Rain Design product shall not be less than 10% below the current Manufacturer’s Suggested Retail Price (MSRP) or as otherwise published on the price sheet or Rain Design website www.raindesigninc.com
  2. The MAP policy applies to all advertisements of Rain Design products in all media, including reseller webstore, on-line 3rd party marketplace such as Amazon and Ebay, newsletters, flyers, posters, coupons, mailers, newspapers, magazines, catalogs, television, radio, and public signage.
  3. The MAP policy is not applicable to 

    • Any in-store advertising that is displayed only in the store 

    • MAP applies only to advertised prices and does not apply to the price at which the products are actually sold. 

MAP does not establish maximum advertised prices. 

MAP policy does not limit the reseller to advertise that “best price” or that customers should “call for a quote” as long as the price advertised is not less than MAP. 

Reseller shall not under any circumstances remove or alter any Rain Design trademark affixed to its products sold by Rain Design or any carton, brochure or literature supplied by Rain Design with such product for resale. The reseller acknowledges Rain Design's title to all Rain Design trademarks, its trade name and trade dress, and copyrights. 

From time to time, Rain Design may approve in writing to sell certain products at below MAP pricing for a certain promotional period.  

Rain Design may run a sale from time to time and in such case the MAP will be the same as the sale price. 

 

Intentional or repeated failure to abide by this MAP policy will result in termination of the right to sell Rain Design products. It is Rain Design’s sole discretion whether or not to provide prior notice or issue warnings before taking any action under this policy. 

 

Rain Design Inc. 2102 Business Center Drive, Suite 130, Irvine, CA 92612 

USA Tel: +1.415.863.3826

www.raindesigninc.com