Terms and conditions for Appointment of Exclusive Reseller of Edible Cutlery
About Exclusive Reseller
- An Exclusive Reseller is an individual/institution/corporate/NGO or any other legal entity that holds exclusive rights to resell Bakeys edible cutlery and all other Bakeys products within a specified geographic territory (hereinafter referred to as Reseller).
- Bakeys Foods Pvt. Ltd, with registered office at 1-7-12, Flat No: 416, Chippendale, Golconda Cross Roads, Musheerabad, Hyderabad: 500020, Telangana, India (hereinafter referred to as Company) owns the patents and other intellectual property rights for the manufacture of the edible cutlery and also owns the trademark BAKEYS and shall be the owner of all the other affiliate trademarks.
- The Company shall assign the rights to a Reseller on first-come-first-served basis.
- The Reseller purchases Bakeys products from the Company and sells within the assigned geographic territory. The responsibility of market creation in the assigned geographic territory solely lies with the Reseller.
- Once a Reseller is appointed, all sales in the assigned geographic territory will be executed by the duly appointed Reseller only. Even orders and enquiries received directly by the Company and all such future receipts will be diverted to the said Reseller for necessary action.
- There will be no more than one Reseller appointed by the Company for an assigned geographic territory.
- In the USA and China, the assigned geographic territory is State/province as per the administrative boundaries in these two countries.
- In the rest of the world (except India), the assigned geographic territory is the entire country as per the administrative boundary of the said country.
- Exclusive reselling rights are NOT given for Indian markets.
- The reseller can appoint sub-resellers within his/her assigned geographic territory to reach wider market. However, such appointments will be purely a private contractual arrangement initiated by the Reseller and the Company will have NO involvement or liability in such appointments.
Requirements for being appointed as Exclusive Reseller
- The applicant shall be a DOMICILE RESIDENT or a BONAFIDE OPERATOR, currently residing/operating in the territory for which the Exclusive Reselling rights is applied for. Non domicile residents/non-operating applicants CANNOT apply.
- After being appointed as Exclusive Reseller, at any point, if it comes to the knowledge of the Company that the applicant is NOT a domicile resident or is not having any operations in the assigned geographic territory, the said Exclusive selling Rights will be terminated with immediate effect and the fees paid will not be refunded. Further a penalty for misrepresentation shall be imposed at the rate of US$ 500 for every calendar month for misrepresentation.
- If a Reseller, after appointment relocates to another place away from the assigned geographic territory, the assigned rights automatically gets terminated. However, the Reseller can apply to the Company for transfer of rights to another legal entity by paying a documentation fee of US$ 500. The Company will enter into fresh Agreement with the replacement Reseller after cancelling the earlier one.
- The Reseller shall have a pleasing personality, has good command on local language, affable, has good and wide social contacts, is able to communicate well with potential customers and sell the products. Essentially, he/she should have effective qualities of sales person. He/she also should have team-working capabilities and have effective sales team.
- The Reseller should be financially sound enough to purchase the stock in quantities as specified in clauses 40 and 47 below, has adequate warehousing facility to stock the materials, has the ability create the market and supply to the demand created.
- After being appointed as Reseller, financial inability to pay for the purchase of the products from the Company will not be accepted. This will be deemed as misrepresentation of the facts and the rights assigned will be terminated with no refund of the fees paid.
- After being appointed as Reseller, claims of inability to stock the material due to lack of warehousing facilities also will not be accepted. This too will be deemed as misrepresentation of facts and the rights issued will be terminated with no refund of the fees paid.
Appointing a Reseller
- The Reseller is appointed on first-come-first-served basis.
- The intending Reseller should make an application via email to firstname.lastname@example.org specifying name of the re-seller, address, contact details and specify the territory of interest. The applications will be answered on first-come-first-served basis by the support team of Bakeys.
- The Exclusive Reselling rights are given on payment of Exclusivity Fee of US$ 15,000.
- This fee is to be paid in two installments. The first installment of US$ 5,000 has to be paid by Bank Transfer to the account of the Company. The Bakeys support team will advise the applicant on the bank details to which the transfer has to be made. This payment should be made within 24 hours of receiving the advice from the support team. By submitting the copy of the transaction receipt showing the details of transfer within 24 hours from the time the support team has responded with advice, the reseller slot will be closed for all other applicants.
- This payment will be accepted as application money from the ‘intending’ or ‘proposed’ Reseller.
- A Provisional Authorized Reseller Certificate will be issued, which can be submitted to get the necessary permissions and licenses to commence commercial operations with Bakeys products.
- All payments to the Company will have to be made only in American Dollars (USD). No other form of currency will be accepted.
- Within 15 days of successful payment transaction, the applicant will be supplied with the first consignment of Free Samples as mentioned in clause 32 below.
Submissions and requirements for formal appointment of Reseller
- The intending Reseller should apply for and obtain all necessary licenses and permissions as required by the Law of the Land of the Reseller, prior to commencing the commercial sales of Bakeys products. The intending Reseller should also get the product tested by local food testing authority, especially in terms of presence of any allergens that the some members of local community has sensitivity to. For this purpose, part of the first consignment of free samples should be submitted to the local food testing authority.
- Following documents should be submitted within 3 months of making the payment of the first installment of Exclusivity Fee:
- Copy of the Food Testing Report
- Copies of all permissions, licenses and compliances obtained as per the Law of the Land of the intending Reseller.
- The cost of obtaining all licenses, permissions, food testing reports, etc shall be borne by the Reseller.
- The intending Reseller should indemnify the Company of all liabilities due to any omissions – knowingly or unknowingly – in terms of getting the food testing done, obtaining all Government permissions and licenses as applicable to commence commercial transactions related to Bakeys edible cutlery. The Company will not hold any liability in this regard. Any loss to the Company in this regard has to be made good by the Reseller. An Indemnity Bond to this effect should be executed by the intending Reseller.
- A formal Agreement for being appointed as Reseller will be sent to the intending Reseller. This shall be signed and returned to the Company along with the balance amount of US$ 10,000, transferred directly to the Bank account of the Company. The payment voucher copy should be attached with this agreement.
- All submissions as above shall be completed within 3 months from the date of making the first payment of US$ 5,000.
- Delay in completion of the process would lead to cancellation of the ‘proposed’ appointment and the payment made will be reversed as described in clause 59.
- Upon submission of these documents, a signed and stamped Authorized Reseller Certificate will be issued by the Company, which formalizes the appointment of the Reseller.
- Appointment of a Reseller in no way amounts to any ownership of equity, intellectual property or any rights on the Company. The Reseller CANNOT use the name of the Company or the brand or its goodwill to generate debt or any type of funds. The Company SHALL NOT stand guarantee to any such transactions. Should any Reseller infringe in this regard, the same will be treated as violation of the legal rights of the Company and in addition of immediate termination of the Reselling Rights, legal proceedings at the cost of Reseller will also be initiated.
Operations and cooperation between Resellers
- The Company hopes to have appointed Resellers who are more interested in making this world a better place to live rather than maximizing profits.
- All Resellers of Bakeys edible cutlery will form a mutually supportive, synergistically bound group working towards the common cause. The names, addresses and contact details will be published on bakeys.in so that the members of the Reselling team can interact with each other for cooperation and mutual reinforcement of marketing efforts. The Company expects that the Resellers would form a family of individuals with shared commitment for making his world a better place to live.
- The names, addresses and contact details will also be published on the Company website (bakeys.com) so that prospective customers can reach the Reseller directly.
- bakeys.in will be a platform for the Reseller community to interact internally. Access to the discussion/bulletin boards will be through a username with password which will be held by only the Resellers (not their sub-resellers). The Company will also reach out to the Resellers and post the developments happening elsewhere and also keep everybody abreast about the new products being launched, the developments happening and even share testimonials for others to use as marketing tools. This platform will be guided by the website usage policy of the company to prevent any abuse, harassment, discrimination, hate speeches, etc., which, the Reseller will have to agree to, before posting or accessing the same.
- As the Reseller works to develop the business, the Company will supply free samples of 2000 spoons every month for the first six months to show/demonstrate the product and create the market, shipped free of cost to the address of the Reseller as mentioned in the application. Should there be any duty, taxes, cess or any other charges to be paid; the same shall be paid by the Reseller.
- All sales enquiries received directly by the Company till date as well as those that could be received in future will be directed to the respective Reseller for further action including negotiations and effecting sales.
- The Exclusive Reseller is bound by the geographic territorial limits and should operate within the specified territory only. Transgression into another territory, in any manner whatsoever, will lead to summary disqualification and forfeiture of the exclusivity fee paid.
- Should any given customer have multiple operations/businesses that transcend the geographic territorial boundaries, the said customer will have to purchase from the respective Reseller of that territory only. Materials in the control of a Reseller from one geographic territory shall NOT be sold or transported to another territory, even if the customer is the same. Should this happen, the reselling rights will be terminated with immediate effect. No disputes or grievance redress in this regard shall be entertained.
- The Reseller can solicit and sell the products of the Company only within the geographic boundaries of his/her assigned geographic territory ONLY.
- Edible cutlery comes in standard sizes of 100 pieces per pack. The reseller shall NOT repack the products in smaller quantities or in any other manner.
- The Reseller CANNOT and SHALL NOT rebrand the products and SHALL sell only on the name of BAKEYS. Any violation of this SHALL lead to summary termination of the Rights with immediate effect and the fee paid SHALL be forfeited.
- The Reseller can stick a label giving his/her name, the jurisdiction of his/her area of operation and contact details on the packs in the space designated on the pack for the same. No other external additions will be allowed on the pack. The Company has the right to ask or demand the Reseller to produce the labels being used by the Reseller and the Reseller shall comply and honor.
- The Reseller SHALL generate a demand of minimum 12,000 packs per month, within SIX MONTHS of making the payment of the first installment. The Company expects this demand to progressively increase over the months.
If the reseller has 400 caterers/food vendors as customers, each purchasing one pack of 100 pieces everyday of the month comprising 30 days, the target will be achieved.
- The Reseller can approach caterers, food vendors, schools, colleges, cafeteria, jails, hospitals, picnics, social festivals, gatherings, marriages, adventure sports etc, where plastic disposable cutlery are being used and publicize the concept of edible cutlery as a safe and environmental friendly alternative.
- The Reseller shall purchase from the company through Letter of Credit issued by his/her banker or outright transfer of money to the Company’s account. There SHALL be NO credit offered by the Company. Financial constraints in terms of ability to purchase from the Company will lead to summary disqualification and termination of this agreement with immediate effect.
- The Company will provide information wherein major media publications of international repute such as Wall Street Journal, Forbes magazine, Time, Telegraph, etc where Bakeys products have been covered.
- The Company will provide the list of ingredients used, the precautions to be taken for storing the materials as well as in using the products, etc to help the Reseller educate the customers.
- In addition, the Company will also send out video clips to inform the customers of other developments such as new products being launched or the reviews from satisfied customers, etc. The Reseller can use all these as well as other available media publications to publicize the products amongst the general public and generate the business.
- The marketing costs SHALL be borne by the Reseller himself/herself.
- It shall be the responsibility of the Reseller to maintain a consistently growing market demand starting with 12,000 packs of edible cutlery every month. At any point of time, if the said demand is not created, the Company reserves the right to review the agreement and act accordingly, including, termination of the Exclusivity Reselling Rights and make such amendments to the agreements.
- The prices of the products printed on the packs will be in American Dollars (USD) only. Conversion to local currency will be made by the
- No Reseller shall engage or associate directly or indirectly, expressly or impliedly in trade/business/manufacture or indulge in any other commercial transactions that competes or attempts to compete with Bakeys brand products.
- No Reseller shall divulge any trade secrets to anyone that can potentially damage the business scope or reputation of the Company or cause loss to the Company.
- Violation of clauses 49 and 50 above entitles the Company to initiate appropriate legal action including termination of the Agreement with no refund of the exclusivity fee paid.
- The Reseller will purchase from the Company at an ex-factory rate of US$ 3.50 per pack of 100 pieces. Shipping, ground transportation, duties, insurance, etc should be arranged by the Reseller and cost for the same is extra.
- The purchase price paid to the Company by the Reseller shall be in US Dollars only.
- The printed recommended retail price (RRP) is US$ 7.50. per pack of 100 spoons.
- Depending upon the distance, it can take a maximum of 50 – 60 days of sailing time for the dispatches to reach the Reseller’s location unless natural calamities such as storm/tsunami/etc or pirate attacks or Governmental interventions or war and other such unforeseen forces can cause delay in shipments’ deliveries.
Other Terms and Conditions
- The Company reserves the right to change/alter/modify the terms and conditions and inform the same to the Resellers. The Resellers will have 2 months time to adhere/comply with the said changed/altered/modified terms and conditions.
- This Agreement is valid for duration of 2 years, renewable on a yearly basis subject to satisfactory performance.
- There would be a nominal renewal fee of US$ 500 to cover the administrative costs for renewal.
Termination of the Reseller Agreement
- A duly appointed reseller can terminate this agreement within 3 months of paying the exclusivity fee. The termination will entail refunding of the Fee after deducting the costs of free samples, logistics cost and the administrative expenses, etc. There will be no refund, if a Reseller opts for termination of the appointment after the lapse of three months.
- In the event of any disputes arising out this agreement, interpretation and its execution, the court of jurisdiction will be Hyderabad, Telangana, India.
- In the event of any disagreement or dispute between the parties in connection with the terms and recitals of this deed of lease, the same shall be referred to a sole arbitrator to be appointed by the Company and the provisions of the Arbitration and Conciliation Act, 1996 together with modifications there under shall be applicable in the event of any such arbitration.
- The venue of arbitration shall be in Hyderabad, Telangana, India, and the language of the proceedings shall be in English.
If you agree to the terms and conditions, please proceed to register for Exclusive Reselling Rights on Bakeys products and pay the Exclusive Re seller’s Fee. Please note, this offer of Reselling Rights will be made on First-come-First-Served.
We wish you all the best and hope to see you in Bakeys family.