Scope. Reseller is acting as a non-exclusive distributor of Products which DSI is permitted to resell to third parties. DSI reserves the right to offer, promote, advertise, market and sell Products directly and/or indirectly to customers and to appoint other resellers to sell the Products to customers without compensation to the Reseller. In general, DS Branded Products are not available without our approval.
Staff Responsibility. Reseller shall be responsible for ensuring its employees, agents, and/or contractors (collectively, “Staff”) understand and abide by the terms of this Agreement. Reseller shall be responsible for the action and inaction of its Staff.
General Obligations. Reseller shall conduct business in a way that reflects favorably on DSI, its suppliers and the Products; promptly notify DSI and provide DSI with information about sales, marketing, forecasting, customer service, account and quality matters with respect to the Products and Reseller’s customers and other information as DSI may reasonably request; conduct such coordination, training and customer service obligations as is necessary to support the delivery, installation and ongoing use/lease of the Products by Reseller’s customer(s); provide all post-sale and pre-sale customer service to its customers; and maintain Products in accordance with manufacturer’s owner manual and maintenance programs (as applicable).
Marketing Efforts and Restrictions. Reseller shall not engage in any marketing or make any statements, representations, promises, or offers which are inconsistent with or beyond the materials and representations provided in writing by Direct Supply. Reseller may not include or reference Direct Supply, its subsidiaries, businesses, brands, suppliers, or customers in any marketing, sales or other materials unless pre-approved in writing by an officer or legal counsel of Direct Supply. Without limiting the foregoing, Reseller may not use DSI, “Direct Supply”, the product manufacturer or any Direct Supply trademark or tradename as part of its corporate name, website address, or any products, software or services Reseller provides. Additionally, Reseller may not offer, market or sell products purchased from Direct Supply on any website without Direct Supply’s prior written approval.
Product Materials. Reseller shall ensure that all owner manuals, labeling, and other similar documentation (“Product Materials”) that are provided with products are passed along to its customers in the same quantity and quality as provided to Reseller. TO THE EXTENT ANY PRODUCTS INCLUDE A CALIFORNIA PROP 65 NOTICE, RESELLER WARRANTS THAT SUCH NOTICE SHALL BE PROVIDED TO RESELLER’S CUSTOMER(S) IN ACCORDANCE WITH APPLICABLE LAW. Reseller acknowledges and agrees that the content of all Product Materials are the property of DSI or its licensors. Reseller shall not alter, unlawfully copy, or otherwise infringe on Product Materials, whether or not such Product Materials are marked with a copyright notice. In the event that Reseller desires to have Product Materials translated into a language other than English, Reseller must first obtain written authorization from Direct Supply.
Customer Contacts and Restrictions. Reseller will promptly contact us should Reseller learn of any safety, regulatory, or customer service issues related to products purchased from us. Reseller’s representatives will be responsible for resolving any service issue or customer request associated with the products. Reseller acknowledges and agrees that in the event Reseller’s customer contacts DSI for assistance, we may refer the customer to the Reseller for resolution.
Indemnification. Reseller agrees to indemnify, defend and hold harmless Direct Supply, its officers, directors, employees, agents, subsidiaries, and Product suppliers and logistics providers from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses, of whatever form or nature, including attorney’s fees and other costs of legal defense (each a “Loss”), that they or any of them may sustain or incur arising from or related to any act(s) or omission(s) of Reseller, its officers, directors, Staff, customers or agents, including, but not limited to: (a) breach of any of the provisions of the Terms; (b) negligence or intentional conduct; (c) representations or statements not specifically authorized by DSI, including warranty statements from Reseller to its customers; (d) translations of or failure to translate Product Materials; (e) violation of any applicable law, regulation or order; and/or (f) any export, import, duties, taxes, or tariffs of the products.
Exclusions. Certain products, services (e.g., extended warranties, installation, haul-away), and/or certain software services (e.g., DS Smart services) are restricted and not available to Resellers unless pre-approved in writing (collectively, “Restricted Offerings”). If you attempt to purchase a Restricted Offering, your order will not be fulfilled for such Restricted Offering and we will attempt to contact you by phone or email to inform you of this. You understand and agree that we may cancel any order which includes a Restricted Offering or based on our reasonable suspicion of fraud. We also reserve the right to update our list of Restricted Offerings at any time with or without notice to you.
Shipment and Export of Products. Reseller is solely responsible for shipment of products to its customers; Reseller may not have products shipped directly by DSI to its customers. If the Documentation indicates that pricing is for bulk shipping, products will not be split shipped at Reseller’s request. Reseller shall ensure products and Product Materials are compliant with all applicable laws and regulations related to the products due to their use by Reseller’s customers.
Reseller Warranty & Software License. DSI passes on to the Reseller, to the fullest extent DSI is allowed, the Product manufacturer’s product warranty and standard user software license for all new Products.
Product Recalls & Customer Service. DSI will notify Reseller of any recall of products purchased by Reseller if and to the extent DSI is made aware of such recall by the product manufacturer. Reseller shall have full responsibility for notifying its customers of such recall in a timely manner, and shall promptly take additional steps related to such recall, as DSI may reasonably request. Reseller agrees to provide DSI with prompt written notice of any death, severe injury, malfunction, or customer service issue involving a product.