Payment System

Distributor Agreement

Distributor Agreement

THIS AGREEMENT is made and effective as of …TH ………. 2024, by and between VIVATECH located at #680/582/1, Mathru layout, Yelahanka New – Town, Bengaluru, Karnataka, India. Pin-code - 560065

AND

[Distributor Company], located at address ("Distributor").

Preamble

Company design and develops the ……… website and sells the products all over India. The Distributor desires to purchase the Products from the Company for resale in the territories or geographic areas. Company desires to appoint Distributor as its exclusive distributor of the Products in the Territory, and Distributor desires such appointment subject to the terms and conditions set forth in this Agreement, including any exhibits or schedules attached hereto.

Now, therefore in consideration of the foregoing, and of the mutual benefit contained herein, the Parties, intending to be legally bound, agree as follows:

Agreement of the Parties

1. Customer shall pay to VIVATECH the fees set forth in the Quotation, and such fees shall be remitted to VIVATECH in accordance with the payment terms set forth in the applicable Quotation. In addition to the fees set forth in the Quotation, VIVATECH may invoice any additional costs and expenses reasonably incurred by VIVATECH in the performance of the IT Services as incurred. Provided, all fees shall be subject to adjustment by VIVATECH in its sole discretion effective upon the first day of each renewal Term (defined herein). VIVATECH will invoice, and Customer shall also reimburse VIVATECH for, any such additional costs and expenses reasonably incurred by VIVATECH in the delivery of the IT Services. All payments will be due on same date from the invoice date commencing on following the execution of this Agreement. Payments will be remitted by Customer, upon receipt of invoice, to VIVATECH’s address set forth herein or as otherwise directed by VIVATECH. Provided, Customer may withhold payment of any disputed amount until the resolution of such dispute, but Customer shall nevertheless timely remit all other amounts owed under this Agreement at the time of the dispute. Payments of undisputed amounts will be deemed to be delinquent if not in VIVATECH’s possession within 24 hours.
2. Customer shall be responsible for any applicable sales, use, value added, or other taxes payable with respect to the IT Services or Products provided pursuant to this Agreement, or arising out of or in connection with this Agreement.
3. All sales, property, excise and other federal, state and local taxes (other than those taxes based upon VIVATECH’s net income) will be added to the Fees paid by Customer.
4. Past due amounts will be subject to a services charge equal to the lesser of one and one-half percent (1½%) per month or the highest interest rate permitted by law. Without limiting any other remedy available to VIVATECH, in the event any amount owed by Customer is more than Seven (7) days past due, VIVATECH may suspend the IT Services at its sole discretion. Further, in the event any past due amount is placed by VIVATECH with a third party for collection and/or litigation, Customer shall be responsible for all collection costs, legal fees and court costs incurred by VIVATECH.
5. Customer must notify VIVATECH within five (5) days from the invoice date of any dispute related to any invoiced amount in order to contest the same. VIVATECH and Customer will work together in good faith to resolve such dispute in a timely manner.