By completing our Wholesale Registration on the www.baiabaia.com and/or www.slidz.com websites, you the Reseller, are deemed to have read and agreed to the following Terms & Conditions and Reseller Agreement. These terms and conditions apply to all wholesale orders.

  

TERMS & CONDITIONS

 

PRICING AND INCOTERM: All prices are wholesale and for the domestic and international trade, with details as follows:

 

1) For shipments to consignees within the United States of America: BAIA LIMITED’s “USD RRP” and “USD DDP” Wholesale prices shall apply. Those are meant for a “Delivered, Duty Paid” (“DDP” Incoterm).

 

2) For shipment to consignees within any country of the European Union:  BAIA LIMITED’s “EUR RRP” and “EUR DDP ex-VAT” Wholesale prices shall apply. Those are meant for a “Delivered, Duty Paid (excluding VAT)” (“DDP (excluding VAT)”) Incoterm.

 

3) For shipments to any delivery address outside either the United States of America or the European Union: BAIA LIMITED’s “USD RRP” and “USD EXW Origin Wholesale prices” shall apply. Those are meant for an “Ex-Works, Origin” (“EXW point of origin”) Incoterm.

 

For all consignees in the USA, in the European Union and in the rest of the World, ahandling surcharge of USD50 per order shall apply for any order confirmed with a total value of less than USD 1,000

 

Any special shipping instructions or guidelines must be provided when the order is placed.

 

Only for shipments under incoterms “DDP” (USA) and “DDP (excluding VAT)” (EU), BAIA LIMITED shall be responsible for filing damage claims with the carrier if the goods are damaged in transit.

 

 

RECOMMENDED RETAIL PRICE (“RRP”): The Reseller is required to maintain RRP in all advertising, print, web and media exposure. Refer to the wholesale information document for RRP across the product ranges. In the event the Reseller chooses to place the products for sale at a discount, the Reseller shall not discount the products more than 15 percent below RRP. Permission for special sale events beyond the 15 percent discount by Reseller must be requested in writing to BAIA LIMITED and will typically be granted on a semi-annual basis.

 

NEW ACCOUNTS: A completed retailer (Reseller) application must be submitted through (https://www.baiabaia.com/wholesale or https://www.slidz.com/wholesale). New accounts will be opened at BAIA LIMITED’s sole discretion based upon market conditions and other factors deemed relevant by BAIA LIMITED. Each Reseller and each individual resale location must be approved by BAIA LIMITED. Please allow up to 2 weeks for a reply; response time may vary seasonally. BAIA LIMITED’s products must be ordered by new accounts in minimum quantities of five (5) units per SKU and with a total value (Wholesale price) of no less than USD 1,000 per order.

 

ESTABLISHED ACCOUNTS: BAIA LIMITED’s products must be ordered through https://www.baiabaia.com/wholesale or https://www.slidz.com/wholesale in minimum quantities of five (5) units per SKU and with a total value (Wholesale price) of no less than USD 500 per order.

 

CUSTOM ORDERS: BAIA LIMITED reserves the right to approve or deny any customization to BAIA LIMITED’s products, which includes but is not limited to, printed logos and custom shapes and designs. All custom orders are managed by BAIA LIMITED. For more information contact BAIA LIMITED.

 

PAYMENT METHOD: Unless expressly indicated to the contrary, all amounts set forth in this Agreement, or any Exhibit, are to be paid in the invoiced currency, and all payments shall be made to BAIA LIMITED in by bank wire transfer, credit card or PayPal transfer to an account designated by BAIA LIMITED.

 

PAYMENT TERMS: The Reseller is required to pay 50% of the product order at the date of Purchase Order.  The remaining 50% of Product order balance is due and payable upon Invoice date.  BAIA LIMITED reserves the right, at any time, to suspend or change credit terms on overdue accounts. Failure to pay invoices when due will enforce immediate payment of all subsequent invoices irrespective of terms. Additionally, BAIA LIMITED may withhold all subsequent deliveries until all accounts are settled in full. For any invoice inquiries and requests contact: for SLIDZ products: wholesale@slidz.com and for BAIA BAIA products: wholesale@baiabaia.com

 

ORDER PROCESSING AND DELIVERY TIME:  For orders in stock placed under the “USD DDP” or “EUR DDP excluding VAT” Incoterms and price lists (for delivery within the USA and European Union), delivery is expected to occur within 2 month from order confirmation. For orders in stock placed under the “USD EXW” Incoterms and price lists, delivery at Ex-Works Origin is expected to occur within 1 month from order confirmation.

 

Changes to an order must be made within 24 hours of the order being submitted. Any changes requested after 24 hours are at the sole discretion of BAIA LIMITED.

 

Backorders: if an ordered item is not in stock, it will be placed on backorder and be processed automatically when restocked. The Reseller is responsible for canceling backorders if the item is no longer required. Reseller shall bear freight and/or storage charges on any refused merchandise in addition to a 10% restocking fee.

 

NON-COMPETITION: The Reseller agrees not to manufacture, purchase, distribute, advertise, promote, display offer for sale, or sell any products that competes with, is an imitation of, or is otherwise confusingly similar to, any “BAIA BAIA” customization concept or SLIDZ product (as the case may be) while the Reseller maintains an active account with BAIA LIMITED or otherwise advertises, promotes, offers for sale, or sells BAIA LIMITED’s products.

 

ORDERS & RESALES: All orders are subject to the acceptance of BAIA LIMITED. BAIA LIMITED’s products may only be sold at locations approved in writing by BAIA LIMITED. BAIA LIMITED’s products maybe sold only to consumers and not third party distributors, unauthorized retail dealers or unauthorized locations. The business relationship between BAIA LIMITED and each reseller is "AT WILL"; that is, BAIA LIMITED is free at any time to choose those with whom it wishes to deal. Moreover, both BAIA LIMITED and the Reseller have the right at any time to terminate the relationship for any reason whatsoever, without any compensation or damages whatsoever.

 

 

 

RESELLER AGREEMENT

 

This Reseller Agreement (the "Agreement"), effective as of the Effective Date (as defined by the date of this application), is entered into by and between BAIA LIMITED, a company incorporated in the Special Administrative Region of Hong Kong, having a principal place of business at 6/F Unit A-C, 56-60 Wong Chuk Hang Road, Aberdeen, Hong Kong S.A.R ("BAIA LIMITED"), and THE RESELLER (each a "Party" collectively the "Parties").

 

RECITALS: BAIA LIMITED has developed and supplies various ranges of “BAIA BAIA” charms jewelry to customize shoes and other accessories, and various ranges of “SLIDZ” shoe-lace charms and shoe decoration accessories (the “Products”).  

 

  1. DEFINITIONS:

 

"Affiliate" shall mean any entity which controls, is controlled by or is under common control with a Party, for so long as such control exists. For purposes of this definition, "control" means beneficial ownership of more than fifty percent (50%) of the shares of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, the corresponding managing body).

“Reseller” shall mean the party agreeing to this document and thereby acknowledging all requirements and conditions within.

"Confidential Information" shall have the meaning set forth in Section 8.1

"Customer" shall mean an end-user customer that purchases the Product from BAIA LIMITED, or the Reseller in accordance with the terms of this Agreement for its own internal use only and not for resell or distribution.

"Customer Data" shall mean all data and information concerning any Customers, and/or their use of the Product, collected by BAIA LIMITED, or the Reseller

"Effective Date" means the effective commencement date of this agreement, marked to be the date of approval of this document

"Marketing Plan" shall have the meaning set forth in Section 2 and within the requirements of Exhibit 1.2 of this agreement.

"Sell," "Sale" and similar words shall mean to enter into an agreement with a Customer to provide the Product.

"Territory" shall mean the country/region of The Reseller. 

“The End Term” (Term) of this agreement is effective for a period of 180 calendar days after the Effective Date.

“Termination Date” means the date when, in the event of termination for cause, the agreement is terminated via written communication by either of the parties to the agreement.

“Shipping Sleeve” shall mean the cardboard outer layer that slides over the individual Product packaging.  This sleeve is used to protect the Product from shipping and transit damage, and to provide space for shipping labels.

“Inner Carton” shall mean the inside carton within a master carton.  All inner cartons (if any) will contain five (5) units of the Product.

“Master Carton” shall mean the outer carton containing the inner carton (or the Shipping Sleeves, as the case may be).

 

  1. MARKETING AND SALES

 

2.1        Appointment.    Subject to the terms and conditions of this Agreement, BAIA LIMITED hereby appoints The Reseller as a non-exclusive Reseller of the Product with the right to Sell the Product in the Territory, directly to customers.

 

2.2        Marketing of the Product. All marketing of the Product must be within the branding guidelines provided by BAIA LIMITED upon request. The Reseller can use internally developed material for marketing and advertising on Social Media platforms only. BAIA LIMITED can provide high-resolution photos on request to promote the products for the use on approved Reseller’s websites and/or social medias (these images shall however remain the sole property of BAIA LIMITED, who retains the final say on their usage). All images published on Instagram featuring the “BAIA BAIA” or “SLIDZ” threads must include tags #tribebaiabaia or #slidz_official (as the case may be). All Product-related content on the Reseller’s website and retail locations must be official “BAIA BAIA” or “SLIDZ” material obtained from BAIA LIMITED. Any deviation from these requirements without BAIA LIMITED’s prior approval or repeated failure to tag the “BAIA BAIA” or “SLIDZ” brands may result in the immediate termination of the agreement.

 

2.3        Inquiries and Support. All Product and BAIA LIMITED business related queries are to be referred directly to BAIA LIMITED via the below.  The Reseller shall not assume responsibility or decision making for any queries. All inquiries should be directed to:

For SLIDZ products: wholesale@slidz.com

For BAIA BAIA products: wholesale@baiabaia.com

 

2.4      Trademark Infringement.    The Reseller shall notify BAIA LIMITED promptly upon learning of any actual, alleged, or threatened infringement of a BAIA LIMITED (“BAIA BAIA” or “SLIDZ”) Trademark or of any unfair trade practices, imitation, passing off of counterfeit goods, or similar offenses. Failure to notify BAIA LIMITED may result in termination of the agreement by BAIA LIMITED via written communication.

 

2.5        No Other Rights. The Reseller has no right to act on behalf of BAIA LIMITED nor do they have any rights or entitlement to the Product or BAIA LIMITED’s trademarks and other rights. The relationship between BAIA LIMITED and the Reseller is non-exclusive, and nothing shall be construed to prevent or limit BAIA LIMITED’s right to appoint other non-exclusive resellers to engage in the direct and indirect distribution and sale of the Product in the Territory, including to Customers and through Authorized Resellers and other resellers. Any unauthorized use or exploitation by a Party of BAIA LIMITED’s patents, copyrights, trade secrets, or other intellectual property or proprietary rights shall be considered a material breach of this Agreement by such Party may result in legal action.

 

  1. PRICES

 

3.1        Product Prices: The prices paid by the Reseller to BAIA LIMITED for the Product shall be in accordance with BAIA LIMITED’s wholesale prices provided at the time of acceptance.

 

3.2        Minimum Order Quantity (MOQ): The following minimum order quantities are required for each product order: a total quantity of Products with a combined Wholesale Price value of no less than USD 1,000 (or equivalent) for new accounts and USD 500 (or equivalent) for existing accounts.   Furthermore, BAIA LIMITED’s products must be ordered in minimum quantities of five (5) units per SKU.

 

3.3      Taxes and Government charges. The prices include only those taxes (including any excise, sales, use, value added, withholding, or similar taxes, customs duties, tariffs or other government fees, and amounts payable), if any, that are borne by the supplier in accordance with the definition of the applicable price list’s Incoterm (based on the latest available ICC Incoterm definitions); Orders’ Incoterms are as follows:

 

  1. a) For shipments to consignees within the United States of America: BAIA LIMITED’s “USD RRP” and “USD DDP Wholesale prices” shall apply. Those are meant for a “Delivered, Duty Paid” (“DDP” Incoterm).

 

  1. b) For shipment to consignees within any country of the European Union:  BAIA LIMITED’s “EUR RRP” and “EUR DDP ex-VAT Wholesale prices” shall apply. Those are meant for a “Delivered, Duty Paid (excluding VAT)” (“DDP (excluding VAT)”) Incoterm.

 

  1. c) For shipments to any delivery address outside either the United States of America or the European Union: BAIA LIMITED’s “USD RRP” and “USD EXW Origin Wholesale prices” shall apply.

 

 

The Reseller will be responsible for any other applicable taxes, duties, tariffs or fees upon receipt of the shipment from BAIA LIMITED to their relevant country/jurisdiction. The amounts payable to BAIA LIMITED as described in this Agreement shall not be reduced by any taxes, duties or other governmental fees.

 

3.4        Freight and shipping. For DDP and DDP (excluding VAT) shipments, freight will be organized by BAIA LIMITED for all Product orders through BAIA LIMITED’s preferred freight provider.  Freight costs are included within the Product price as per 3.1 and 3.3 above (based on the relevant price list’s Incoterm).  For all consignees in the USA, in the European Union and in the rest of the World, a handling surcharge of USD50 per order shall apply for any order confirmed with a total value of less than USD 1,000

 

3.5   Damages and defects: Reseller shall inspect all shipments immediately upon arrival and notify BAIA LIMITED within 5 business days of receipt of any damaged or defective shipments. Damaged or defective shipments may be returned only upon prior approval from BAIA LIMITED. Any returned products will be replaced with new products. Returned products will not be accepted if return is held for more than 15 business day from BAIA LIMITED’s approval of such return.

 

 

  1. USE OF PRODUCT

 

4.1        Not a Representative.    By signing this agreement, the Reseller acknowledges that they are not a representative of BAIA LIMITED, or the Product.  The Reseller cannot expressly state, or elude to be an employee, representative, or agent of BAIA LIMITED or for the Product.  This agreement provides the Reseller the right to Sell the Product as an external party to BAIA LIMITED.

 

4.2        Alterations to the Product. The Reseller cannot alter the form, shape, components or inclusions of the Product in any way, nor can it manufacture any BAIA LIMITED products. The Product must be sold to the end customer in the form provided by BAIA LIMITED upon shipment, with the exception of the Products Shipping Sleeve, Inner carton, and Master Carton which can be removed by the Distributor upon receipt of the shipment. By signing this agreement, the Reseller agrees they will not be selling any fake or replica products that claim to be the Product supplied by BAIA LIMITED.

 

4.3        Evidence of Official Reseller/Distributor. This agreement acts as evidence of Resell approval by BAIA LIMITED of the Product for the term of this agreement.  

 

 

  1. PAYMENT

 

5.1        Payment Terms.   Unless expressly indicated to the contrary, all amounts set forth in this Agreement are to be paid in the invoiced currency, and all payments shall be made to BAIA LIMITED by bank wire transfer, credit card or PayPal transfer to an account designated by BAIA LIMITED. The following payment surcharges do apply on top of our Wholesale price lists:

 

Bank Transfer (ACH): No payment charge (bank charges to be borne by payer)

PayPal: 4.0% of total invoice amount

Credit Card: 4.0% of total invoice amount

Debit Card: 3.0% of total invoice amount

 

5.2   The Reseller is required to pay 50% of the product order at the date of Purchase Order.  The remaining 50% of Product order balance is due and payable upon Invoice date. BAIA LIMITED maintains the right to hold the shipments to the Reseller until payment has been received in full by BAIA LIMITED.  Shipment of the order will not be initiated until full payment has been received.

 

5.3        Audit and Inspection Rights.    BAIA LIMITED has the right to visit the Reseller site for inspection at any time throughout the contract period to ensure the Reseller is operating under the conditions specified in this agreement.  Any deviation by the Reseller from conditions specified in this contract may result in immediate contract termination.

 

 

  1. CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS

 

6.1       "Confidential Information" means information disclosed by a Party in connection with this Agreement which if disclosed in tangible form is marked "Confidential" or with other similar designation to indicate its confidential or proprietary nature. The Parties agree that the receiving Party shall not publish or otherwise disclose, and shall not use for any purpose, any Confidential Information furnished to it by the other BAIA LIMITED pursuant to this Agreement, except for information that:

6.1.1  was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure;

6.1.2    was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;

6.1.3    was subsequently lawfully disclosed to the receiving Party other than directly or indirectly from the disclosing Party and not under an obligation of confidentiality.

 

6.2        Confidentiality of Agreement.  Each Party shall treat the terms and conditions of this Agreement as the Confidential Information of the other.

 

 

  1. TERM AND TERMINATION

 

7.1        Term.  This Agreement shall commence upon the Effective Date and continue in full force and effect until the End Term (the "Term"), unless earlier terminated in accordance with the terms of this Agreement. At the end of the contract term, or in the event of contract Termination, the Reseller acknowledges that they will discontinue the selling, and marketing of the Product or Product related material, and cannot claim to be affiliated with BAIA LIMITED, or the Product.   

 

7.2        Termination for Cause.  In the event of a material breach of this Agreement, the non-breaching Party shall be entitled to terminate this Agreement immediately by written notice to the breaching Party.

 

7.3        No Release.    Termination or expiration of this Agreement for any reason shall not release either Party hereto from any liability, which at the time of such termination or expiration has already accrued to the other Party. Without limiting the foregoing, no payment that became payable prior to termination or expiration of this Agreement shall be affected by such termination or expiration of the Agreement. Rather, such payments shall remain payable after termination or expiration in accordance with the terms and conditions of this Agreement that were in effect immediately prior to the date of termination or expiration.

 

7.4        No Liability.    Termination of this Agreement for any reason shall not constitute a waiver or release of any rights, remedies or claims, whether for damages or otherwise, which a Party may have hereunder, at law, equity or otherwise, as a result of a breach of this Agreement. Additionally, the termination of this agreement does not waiver the Reseller’s responsibility in regards to confidential information.

 

7.5        Purchase Orders; No Waiver.  The Reseller shall be obligated to accept, and pay for, Product for which Product orders were issued were issued prior to the Termination Date or expiration of this Agreement. The acceptance of any order from or the provision of any Product after the termination or expiration of this Agreement shall not be construed as a renewal or extension of this Agreement nor as a waiver of termination of this Agreement.

 

  1. Independent Contractors.  Nothing herein shall be construed to create any agency, employment, partnership or joint venture relations between the parties. The parties are, and at all times during the term of this Agreement shall remain, independent contractors.

 

  1. Force Majeure.  The parties shall in no way be held responsible to each other for non-performance, delay or deficiency in the performance of their respective obligations under this Agreement as a result of an act of God, wars, riots, incidents, natural calamities, floods, typhoons, earthquakes, epidemics, strikes, lockouts, sabotages, embargoes, shortage of raw materials, disruption of communication, prohibition by law or any other causes beyond their reasonable control.

 

  1. Applicable Law and Dispute Resolution.  This Agreement shall be governed by and in accordance with the laws of the Special Administrative Region of Hong Kong. Any disputes, controversies or claims concerning this Agreement and its interpretation shall be upon agreement by the parties determined to be submitted to arbitration or to be resolved by the courts of Hong Kong. If the parties agree to elect arbitration, the arbitration shall be conducted in Hong Kong in the English language in accordance with the then effective UNCITRAL Arbitration Rules.

 

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