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Vendor Agreement

DISTRIBUTOR AGREEMENT

THIS AGREEMENT between Bedbug.com, a Nevada corporation with its principal place of business at 711 S. Carson Street Carson City, NV 89701 (hereinafter referred to as “Bedbug.com” and your company, as a Bedbug.com distributor (hereinafter referred to as “Dealer”), both of which are sometimes referred to hereinafter as the “Parties”,

RECITALS:
WHEREAS, Dealer is engaged in the marketing and sale of goods and services to potential customers for the Product (as hereinafter defined) and believes it has the capability to successfully market and sell the Product (as hereinafter defined); and
WHEREAS, Dealer desires to be a Dealer for the Product, and Bedbug.com is willing to grant Dealer the non-exclusive right to market and sell the Product under the terms specified below.

NOW, THEREFORE, Bedbug.com and Dealer agree as follows.

(I) GRANT

Subject to the terms and conditions set forth herein, Bedbug.com hereby grants Dealer the non-exclusive right to market and sell the Products sold on bedbug.com, attached hereto and made a part hereof (hereinafter referred to as the “Product”) during the terms of this Agreement

(II) DEALERS OBLIGATIONS

Dealer shall, at its own expense:
a) Use its best efforts to promote and sell the Product to potential customers;
b) Not make or authorize any modification or reproduction of the Product or any part thereof;
c) Not advertise the Products for sale at any other price than the Minimum Advertised Price (MAP) as determined by Bedbug.com; or otherwise listed on the „distributor‟ part of their website;
d) Not offer its customers rebates, free offers‟ “buy and get offers”, or make any other promotional offers, other than those that have been authorized in advance by Bedbug.com, with the exception of offers of free shipping;
e) Display Bedbug.com authorized logo on Dealer web sites, and/or on uniforms and/or service vehicle window
f) Only sell under business name and territory, of which you have registered with Bedbug.com
g) Dealer is expected to install the products at customer location, where point of sale is at customer location.
h) Dealer agrees to a minimum of $250/yr to be spent on local advertising in promoting Bedbug.com encasements. It can be done in conjunction with other ads you currently place for your general business.

(III) BEDBUG.COM’S OBLIGATIONS
Bedbug.com shall supply Dealer at no charge, marketing and sales material as Bedbug.com considers reasonably appropriate for promoting sales of the Products.

(IV) SALES OF THE PRODUCT
a) Prices and Shipping Terms. Bedbug.com shall sell the Product to Dealers at the current list price thereof, less offered discount for volume orders that may be available on www.bedbug.com. Prices may change from time to time. If so, you will be notified in writing to the email address we hold on file giving you 60 days notice All prices hereunder shall be quoted excluding any shipping costs.
b) Payment Terms. Dealer shall make full payment at time of order. Any agreed terms for credit will be settled in full where dealer will pay all invoices in full within thirty (30) days of the date of invoice pending credit approval. All invoices will be paid using the United States Dollar (USD) as the form of currency. In the event payment is not received when due, interest shall be due Bedbug.com at the rate of one and one half percent (1 ½ %) on the unpaid portion of the invoice sum for each period of thirty (30) days or part thereof from the due date. Furthermore, Bedbug.com shall have the right to retake the Products immediately unless other written arrangements have been made concerning payments. Dealer agrees to make all Products available, shipping ready, for Bedbug.com, within five (5) business days of receiving notice from Bedbug.com of its intention to retrieve the Product. Bedbug.com shall have the right to refuse to ship Products to Dealer if Dealer is past due on any of its debts to Bedbug.com.
c) Orders Dealers shall order Products from www.bedbug.com website. No orders shall be binding upon either Party until dealer has received a written order confirmation from Bedbug.com via email. Bedbug.com reserves the right to accept and reject received orders for any reason.
d) Dealer is expected to install the products at customer location, where point of sale is at customer location.

(V) LIMITED WARRANTY
a) Dealer agrees to not give or authorize any other warranties on behalf of Bedbug.com, other than those available on Bedbug.com . All sales are final. Bedbug.com does not participate in consignment and/or guaranteed sales.
b) Dealer shall promptly refer all customers with warranty claims (after 30 days of original purchase) to one of Bedbug.com Customer Service Representative, simultaneously providing Bedbug.com with written notice about the referral of the customers claim. Dealer shall send the information to customerservice@bedbug.com

(VI) CONFIDENTIALITY
a) During the terms of Agreement and thereafter, neither Party will, for any reason whatsoever, reveal or disclose any confidential information of the other Party without written authorization of the other Party. Dealer agrees not to reveal or disclose any data relating to the Product, its pricing or any part thereof, to any third party without the prior written authorization of Bedbug.com. All confidential information shall be clearly marked as such or disclosed as such by the conveying party.
b) Each Party shall assume responsibility that those of its employees who are likely, by reason of their employment, to obtain confidential information from the other Party, not communicate, during and after termination of their employment with that Party, any such information to a third party or use the same for their own benefit or the benefit of any third party without prior consent of the other Party.
c) Each Party‟s proprietary rights and the other‟s obligation concerning confidentiality hereunder shall remain in effect beyond any termination of their Agreement until such Confidentiality becomes a part of the public domain through no fault of the parties.

(VII) ASSIGNABILITY
Without the express prior written consent of the other Party, neither Party shall assign or delegate any of its rights or obligation under this Agreement or subcontract for any of its duties hereunder to be performed by any person not authorized by the other Party to perform the same.

(VIII) TERMS AND TERMINATION
a) This Agreement shall remain in effect for a period of sixteen (16) months from the date hereof, and, thereafter this Agreement shall continue in full force and effect for additional periods of one (1) year at a time, unless one Party shall give to the other Party written notice of its intention to terminate this Agreement at least thirty (90). Bedbug.com reserves the right to terminate this agreement should these agreed terms be reneged upon

(IX) FORCE MAJEURE
If the performance of this Agreement by either Party should be prevented, delayed, restricted, or interfered with by acts of God, acts of public enemies, strikers, riots, war, serious fire, flood, earthquake, or other natural catastrophe, or any other circumstances outside the control of the Parties, recognized under international commercial practice as constituting force majeure, then the Party so affected shall, upon giving prompt notice of the same, be excused from such performance to the extent of such prevention, delay, restrictions, or interference, provided that the Party so affected shall use its best efforts to avoid or remove such causes of nonperformance and promptly resume performance hereunder when such causes have been removed. Upon such circumstance arising, the Parties shall promptly consult as to what (if any) modification to the terms of this Agreement may be required to arrive at an equitable solution; and, if such nonperformance appears likely to continue for an extended period of time and the affected Party‟s nonperformance appears likely to cause serious hardship to the other Party, such other Party may terminate this Agreement, One Hundred Eighty (180) days prior written notice to the affected Party.

(X) MISCELLANIOUS
a) WAIVER The failure of either Party to enforce at any time any provision of this Agreement or to exercise any option which is herein provided or to require or to fail to require at any time performance by the other Party of any provision hereof shall in no way affect the validity of this Agreement or any part hereof or the right of such forbearing Party thereafter to enforce its rights hereunder, nor shall it be taken to constitute a condonation or waiver of the default or condonation of any other or subsequent default of breach by the other Party.
b) NOTICES, Any writing or notice required or provided for herein shall be emailed, sent by fax or otherwise delivered to the appropriate Party at the address held on file, or to such subsequent address as may have been given prior notice to the other Party. Notice shall be deemed given when dispatched by telefax; email or by registered or certified mail and shall otherwise become effective upon receipt.
c) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of New York
d) APPLICATION This Agreement shall be binding upon the Parties, their successors, and assigns, and shall inure to the benefit of the Parties, their successors and permitted assigns.
e) INDEPENDENT CONTRACTORS This Agreement shall not constitute Dealer an agent or representative, of Bedbug.com nor Bedbug.com the agent of Dealer for any purpose whatsoever, and neither Bedbug.com nor Dealer have authority to assume or to incur any obligation or responsibility, express or implied, for or on behalf of in the name of the other, nor to bind the other in any other matter of form than is stated in this Agreement.
f) AMENDMENTS Bedbug.com reserves the right to amend or alter this agreement and in doing so, Dealer will be notified of any and all such changes in writing.

FULFILLMENT / INVOICING
• All orders are to be placed in the distributor section on www.bedbug.com
• Pending inventory availability, sales orders will be shipped and invoiced once all payment terms have been met and by UPS Ground within 3 business days from meeting such terms.
• Bedbug.com standard shipping method is UPS Ground or cheapest way. Depending on the size of the order, it may be shipped out by LTL common carrier.

Returns / Warranty
• Please refer to www.bedbug.com for details on our product warrantee. Should you require a return under our warranty program, please call us or email us at distributor@Bedbug.com to obtain an (RMA) return authorization number. Please note, returns will NOT be credited to you unless an RMA # has been issued. Please ensure this is CLEARLY marked on the return carton.
• Items must be returned within 7 days from when the return authorization number was assigned.
• Refunds will be credited against your account. Dealers will receive a credit to their account.

Refunds
• You as a bedbug.com distributor will be responsible for maintaining and managing refunds with your customers. Bedbug.com will not engage your customers in this matter, whereby they will be referred back to your business. All refunds for your customers must be processed by you as a bedbug.com distributor. Bedbug.com will credit distributor for the product as stated above in the Returns/Warranty section. All consumer calls for refunds will be directed back to distributor.

I have read the above and understand all the rules and guidelines asked of me as a dealer

WHEREOF, by agreeing to these terms, electronically, at www.bedbug.com, the Parties have caused this Agreement to be executed effective immediately.


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