Hobbywing Authorized Dealer Agreement Terms and Conditions
Updated: Jan 2020
You (A hobby shop owner / Customer) hereby acknowledges that the information contained in this application is correct. Merchandise purchased from HOBBYWING North America is for retail sale only and will not be redistributed to individuals or entities for resale. Customer agrees to maintain the integrity of company products and warranty by not altering or parting out product for sale or resale. Customer also must provide in writing names of any websites, auction or sale site id’s or fictitious business names used in the sale of products and keep this list current. should the information provided on this application change at any time, Customer will notify HOBBYWING North America in writing of such change prior to or immediately upon such change, acknowledging that their account might be subject to re-approval and that such action may include submission of new application, new pictures, new lease verification, and verification of a current state sales and use tax certificate and federal tax identification number.
Customer hereby authorizes periodic credit inquiries, including personal and business credit reports, and bank references for the purpose of establishing and maintaining a credit relationship with HOBBYWING North America Customer hereby agrees to the terms as noted on the invoice by HOBBYWING North America and agrees to pay the total amount due on the due date stated on the invoice. In the event the total amount due is not paid by such stated due date, Customer hereby agrees to pay a late payment charge in the amount of ten percent (10%) of the unpaid balance as of such stated due date. All debts are due and payable at the time of termination of the account.
Should a change in ownership occur, Customer shall be liable for all debts incurred until HOBBYWING North America has been notified in writing. Should a change in business status occur (e.g. changes from sole proprietorship or partnership to LLC, LLP or Corporation), Customer shall be liable for all debts incurred until HOBBYWING North America has been notified in writing and a new dealer application is received.
High power system for RC model can be very dangerous. In that HOBBYWING North America and associated group have no control over the correct use, installation, application, or maintenance of our products, no liability shall be assumed nor accepted for any damages, losses or costs resulting from the use of the product. Any claims arising from the operating, failure of malfunctioning etc. will be denied. We assume no liability for personal injury, consequential damages resulting from our product or our workmanship. As far as is legally permitted, the obligation to compensation is limited to the invoice amount of the affected product.
In addition to all other liability under this Agreement, Customer agrees to pay on demand all costs and expenses, including but not limited to reasonable attorney’s fees, which may be incurred by HOBBYWING North America in endeavoring to collect any amount due under this Agreement or to enforce the terms thereof.
HOBBYWING North America chooses to distribute our proprietary products exclusively through dealers who support HOBBYWING MAP policy (Minimum Advertisement Price Policy) by advertising at or above minimum advertised price on all items with designated MAPs.
We are equipped with the latest technology to manage inventories and shipping fulfillment service.
Our online wholesale direct site is available 24/7, while our sales reps accept a PO during business hours.
- We do not accept NET payment as every order is paid online unless otherwise specially pre-arranged.
- We offer a free shipping if the order amount is more than $200. We will make the choice of a carrier.
- Express / Expedite shipping are available upon request with an additional fee. You are responsible for any delay, damaged, or loss of a shipment caused by a carrier. You are required to obtain a shipping insurance.
If your account is inactivated (no sales) for more than 12 months, the account will be closed by our automated system. You will need to apply again.
HOBBYWING Product Reseller terms and conditions
- Product Limitations and Channel Exclusions. A hobby shop owner(Customer, You) expressly agrees that it shall not sell Products, directly or indirectly, through any channels other than the Permitted Sales Channels such as your physical hobby shop or your hobby shop’s online store and, more specifically, that the prohibited channels include, but are not limited to, the following: third-party channels including but not limited to www.amazon.com; www.eBay.com; www.alibaba.com. You shall not offer the Products through any channels except those noted in this Section 1 without written approval by HWNA.
- Price Adjustment. HWNA may, in its sole discretion, adjust the prices of any Products on thirty (30) days prior written notice to you. Such adjusted prices shall apply to all purchase orders submitted by you after the effective date of the price adjustment.
- Risk of Loss. Notwithstanding any agreement between HWNA and you concerning transfer of title or responsibility for shipping costs, risk of loss to Products shipped under any purchase orders passes to you upon the date of shipment from HWNA’s appointed warehouse(s), as recorded by the shipping confirmation issued by HWNA. You are responsible to obtain a shipping insurance before hand. A shipping insurance is also available for purchase and such purchase decisions shall be made solely by you. Shipping insurance shall be purchased by you at the time of submitting the purchase order. Any purchase order shall specify if shipping insurance will be purchased. Cost of shipping insurance shall be invoiced to you together with the shipment.
- Damaged Products. Upon Your receipt of delivery (the “Delivery Confirmation Date”), you shall inspect the shipment to identify any damaged Products. For any Products found to be damaged that you reasonably believes were damaged during shipping, You shall have the sole responsibility to pursue any claim directly with the shipping insurance, if so purchased. Any Products found to be damaged that you reasonably believes were damaged prior to shipping (“Pre-Damaged Products”) shall be reported by you to HWNA within five (5) days of the Delivery Confirmation Date. You shall ship the Pre-Damaged Products back to HWNA and such return shipping costs shall be paid by HWNA in the form of a credit memo applied to your account. HWNA shall inspect all Pre-Damaged Products upon receipt and, as required, issue a new replacement following inspection. For any damaged Products returned to HWNA that HWNA reasonably determines to have been damaged during shipment, no replacement will be issued.
- Minimum Advertised Price (MAP) Policy. You will abide by the Hobbywing minimum advertised pricing (MAP) policy, beginning and effective as of the Effective Date; and agrees to follow the published MAP policy terms and conditions described at HWNA's site: www.hobbywingdirect.com/pages/map. HWNA recognizes that any authorized Hobbywing account can make its own decisions to advertise and sell any Hobbywing product at any price it chooses without consulting or advising Hobbywing. HWNA reserves the right to make independent decisions regarding product allocations and reseller participation as a member of the Hobbywing Authorized Dealer Program—at any time the MAP Policy can be enforced by HWNA in its sole discretion. HWNA reserves the unilateral right to take additional action with respect to any reseller that violates the Hobbywing MAP Policy.
- Product Return Policy. Except as set forth in Section 5, You shall have no right to the return of inventory once purchased, except at the express written permission of HWNA on a case-by-case basis and from time to time. All sales are final.
- Intellectual Property Usage. You are hereby authorized to use official Hobbywing trademarks solely to conduct the business of advertising, promoting or reselling genuine Hobbywing branded products through the Permitted Sales Channels.
- Warranty. You agree to provide a range of customer support to your shop and online customers in good faith efforts as an authorized reseller, including but not limited to technical questions, troubleshooting, recommendations and product support within the narrowly defined scope of an authorized reseller. Beyond this scope, You shall refer end users directly to HWNA for further assistance. HWNA will handle all warranty and servicing claims directly and honor a thirty (30) day limited warranty on all HWNA Products for your customers, only to the scope and extent of the limited warranty terms found at HWNA’s North American website: https://www.hobbywingdirect.com/pages/rma. The limited warranty begins on the date of sale by you to the customer and extends for thirty (30) days). You shall refer all end users to the limited warranty terms at its North American website listed above.
- Warranties Disclaimer; Non-reliance. EXCEPT FOR THE LIMITED EXPRESS WARRANTIES DESCRIBED AT HWNA’S NORTH AMERICAN WEBSITE: https://www.hobbywingdirect.com/pages/rma, (A) NEITHER HWNA NOR ANY PERSON ON HWNA’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; OR (iii) NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND (B) A HOBBY SHOP OWNER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY HWNA, OR ANY OTHER PERSON ON HWNA’S BEHALF, EXCEPT AS SPECIFICALLY DESCRIBED IN SECTION 8 OF THIS AGREEMENT AND AT HWNA’S NORTH AMERICAN WEBSITE.
- Confidentiality. From time to time during the Term, either Party (as “Disclosing Party”) may disclose or make available to the other Party (as “Receiving Party”) information about its business affairs, goods and services, forecasts, confidential information, and materials comprising or relating to intellectual property rights, trade secrets, third-party confidential information, and other sensitive or proprietary information; such information constitutes “Confidential Information” hereunder. Confidential Information does not include information that the Receiving Party can demonstrate by documentation: (a) was already known to the Receiving Party without restriction on use or disclosure prior to the Effective Date; (b) was or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; or (c) was received by the Receiving Party from a third party who was not, at the time, under any obligation to the Disclosing Party or any other party to maintain the confidentiality of such information. Receiving Party shall for three (3) years from receipt of such Confidential Information (a) protect and safeguard the confidentiality of Disclosing Party's Confidential Information with at least the same degree of care as Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care, (b) not use Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement, and (c) not disclose any such Confidential information to any third party, except pursuant to applicable law or a valid order issued by a court or governmental agency of competent jurisdiction, provided that Receiving Party shall first provide notice to Disclosing Party. With respect to any Confidential Information that constitutes a trade secret under the laws of any jurisdiction, the Parties obligations under this Section 16 shall survive until such time, if ever, that such Confidential Information loses its trade secret protection other than due to an act or omission of the Receiving Party.
- Limitation of Liability. EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, LIABILITY FOR INDEMNIFICATION, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT: (a) IS EITHER PARTY OR EITHER PARTY’S REPRESENTATIVE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF: (i) WHETHER THE DAMAGES WERE FORESEEABLE; (ii) WHETHER OR NOT THE PARTIES WERE ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) ON WHICH THE CLAIM IS BASED. (b) SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED ONE-MILLION U.S. DOLLARS ($1,000,000).
- Insurance Obligations. During the Term and for a period of six (6) months thereafter, the Parties shall, at their own expense, maintain, and carry in full force and effect commercial general liability (including product liability) insurance in a sum no less than one-million US dollars ($1,000,000.00) with financially sound and reputable insurers. On either Parties’ request, the other Party shall provide a certificate of insurance from the Party’s insurer evidencing the insurance coverage specified in this Section 11. Each Parties’ certificate of insurance shall name the other Party as an additional insured.
During the Term and for a period of six (6) months thereafter, You shall maintain insurance coverage or self-insure at levels appropriate to meet the indemnification obligations assumed under this Agreement.
- Choice of Law and Forum. This Agreement, including all purchase orders, and all completed transactions, are governed by, and construed in accordance with, the Laws of the State of California, United States of America, without regard to the conflict of law provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of California. Each Party irrevocably and unconditionally agrees that any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all purchase orders, and all completed transactions, may be brought in any court having jurisdiction.
- Force Majeure. Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen was unavoidable.
- Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. The terms and conditions contained in this Agreement shall supersede any terms that may be included in a