2-申请文件authorized dealer agreement - 桓宇智能_W

1、Authorized Dealer AgreementThis Authorized Dealer Agreement (“Agreement”) is between Control4 Corporation, a Delaware corporation with offices located at 11734 S. Election Road, Salt Lake City, Utah 84020 (“Control4”), and the dealer identified above (the “Dealer”) and incorporates herein by referen

2、ce the Control4 Authorized Dealer Terms and Conditions set forth below and all schedules and amendments attached hereto.Dealer:Control4 CorporationSignature: Signature: Name:Name: 杨声陶（Tony Yang）Title: Title:General Manager1.Dealer Appointment; License1.3.Territory. Dealer may distribute the Products

3、 within theTerritory from one or more Dealer locations; provided, however, that each location must be separately approved electronically or in writing by Control4.1.1.Appointment as Authorized Dealer. Control4 appoints Dealeras a non-exclusive Control4 authorized dealer within the CustomIntegrator s

4、ales channel (“Sales Channel”) only, for the Control4 products listed in the table above (“Products”), and within the territory defined in the table above (“Territory”). The foregoing appointment is subject to the license and the other terms and conditions set forth herein and in Schedule 1 attached

5、 hereto and incorporated herein by this reference. Upon thirty (30) days written or electronic notice from Control4 to Dealer, the terms and conditions of Schedule 1 may be modified by Control4 from time to time in connection with changes to its Dealer Program. Any such changes to the Dealer Program

6、 shall apply equally to all Control4 authorized dealers. Upon such notice of the change in the terms of Schedule 1, Dealer may terminate the Agreement immediately, subject to the rights and obligations of Terminated Status in the applicable Schedule 1. If Dealer does not give written or electronic n

7、otice of termination within such thirty (30) day period, Dealer agrees to be bound by the terms and conditions of the amended Schedule 1.1.4.Reserved Rights. Control4 reserves the right to do any ofthe following, at its sole discretion: (i) authorize other dealers in the same or other sales channels

8、; (ii) change or discontinue the offering of any Products; (iii) change or terminate the level of support offered by Control4; and (iv) market, sell and distribute Control4s products, including the Products, directly to end users and other customers in the same or other sales channels.1.5.Control4 I

9、P Rights. The license granted herein shall notbe deemed to constitute a transfer, sale or conveyance of anyownership interest in any of Control4s intellectual property or other proprietary rights, including without limitation any patents, copyrights, trade secrets, or other rights (collectively the

10、“Control4 IP”), all of which are owned by Control4. Any rights not subject to the license herein are expressly reserved by Control4.1.2.License.Control4 grants Dealer a limited license to1.6.Restrictions on Use.Except as provided by thismarket and sell the Products within the Sales Channel only, for

11、 the sole purpose of distributing the Products to end users in the Territory through Dealers distribution channels, in accordance with the Dealer Obligations set forth in Schedule 1. The Products may be subject to change by Control4 at any time with or without notice, and Control4 makes no represent

12、ation or warranty regarding the availability of any particular Product.Agreement, Dealer shall not use, copy, modify, have modified,license, sublicense, distribute, rent, sell, decompile or reverse engineer any of the Control4 IP, nor shall Dealer create or develop, or attempt to create or develop,

13、any derivative work based in whole or in part on the Control4 IP, or facilitate or assist any third party in doing so. Dealer acknowledges that any license of Control4 IP does not include any license to design or develop or to assist in designing or developing any other product either for itself or

14、for any third party.Products, Territory and TermAuthorized ProductsAll Control4 Products within the Custom Integrator Sales ChannelTerritoryZhejiang Province, ChinaInitial TermEffective Date set forth above through 31 December of the same calendar yearOther special termsAppended as Schedule 2 (if an

15、y)Sales ChannelCustom IntegratorIntegrated control solutions for residential applications (excluding integrated control solutions for hospitality applications i.e., hotels, motels, resorts, etc.)Control4 Authorized Dealer Terms and ConditionsDealer: Jinhua Huanyu Intelligent Technology Co., Ltd.Prim

16、ary Contact: Jiang ZhenAddress:Chouzhou West Road Yiwu City No. 398 (398 creative garden)Phone:mail: Fax:Effective Date:2014-06-20Web Site:Dealer No.Dealer shall use commercially reasonable efforts to prevent any unauthorized copying or distribution of the Control4 IP by De

17、aler, any third party, or their agents.meet credit requirements or limitations reasonably established by Control4 from time to time.3.4.Shipments; Expedited Delivery. Control4 will ship the1.7.Active Status. Dealer shall use its best commercial effortsProducts Ex Works, with reasonably appropriate p

18、ackaging, byto maintain “Active Status” (as defined in Schedule 1). If Dealer fails to comply with the conditions for Active Status, upon notice fromreputable carrier, to the address or location designated by Dealer in the Purchase Order. Control4 will endeavor to fulfill any request by Dealer for e

19、xpedited shipment. Additional charges will apply to account for the increased cost of any such expedited delivery. Shipping terms, including cost, shall be as set forth in the applicable Control4 price list.Control4, Dealer may be changed to “Inactive Status” (as defined in Schedule 1), or may be su

20、bject to termination of the Agreement as provided in Section .Pricing and TaxesPrices. Control4 will sell the Products to Dealer at the4.Paymentprices in effect (on the date of each applicable Dealer Purchase4.1. General Payment Terms. Payment for any Purchase Orders shall be due prior to Pr

21、oduct shipment, unless otherwise agreed in writing by Control4 or set forth in a dealer program orOrder as defined below) on Control4s then current price list, as it may be changed from time to time with or without notice, or as otherwise agreed between the parties in writing. Any new or revised pri

22、ce list will automatically supersede all prior inconsistent price lists. Control4s prices do not include sales, use, excise, VAT, GST, or similar taxes (although prices do include Canadian duties).promotion in which Dealer is an authorized participant. transactions must be valued and paid in United

23、States currency.AllInterest shall accrue on overdue accounts at the rate of 18% per annum or, if lower, the maximum rate allowed by law. Control4 will charge a fee of $25.00 for each payment made to Control4 that is returned due to insufficient funds.2.2.Taxes. The amount of any valid present or fut

24、ure sales,use, excise, VAT, GST, duties or other similar tax that is attributable to Dealer shall be paid by Dealer; or in lieu thereof, Dealer shall provide Control4 with a tax exemption certificate acceptable to the relevant taxing authorities.4.2.Credit Terms. At Control4s option, Control4 may ex

25、tendcertain credit terms to Dealer and shipments may be sent pursuant to such credit terms. Such terms may be set forth in the written materials of a dealer program or promotion in which Dealer is an authorized participant, or if not, will be established in writing according to Control4s standard cr

26、edit application and agreement. If Dealer defaults in its obligations respecting any such credit terms,Control4 may declare all amounts immediately due and owing, as well as any other remedies pursuant to the credit agreement or at law or equity. Moreover, Control4 reserves the right to limit, with

27、respect to any Purchase Order or shipment, the amount and extent of credit available to Dealer.2.3.Dealers Prices. Dealer is free to determine its own pricesfor sales to its customers and may comply with Control4s MinimumAdvertised Price (MAP) Policy, which may be accessed electronically at www.cont

28、/dealer/sales/map-policy/, as such policy may be changed by Control4 from time to time in its sole discretion upon written or electronic notice to Dealer. Failure to abide by the MAP Policy will result in the Dealer being unable to participate in Control4 discretionary programs, including bu

29、t not limited to the Collateral Material Program, the Select Service Program, the Premier Dealer Program and the on-line Dealer Locator, until Dealer provides evidence acceptable to Control4 that it is in full compliance with the MAP Policy.4.3.Title; Insurance. Title to the Products, including risk

30、 ofloss, will pass to Dealer upon delivery of the Products by Control4 to the carrier at Control4s point of shipment. Control4 shall have no responsibility to insure any shipment.4.4. Taxes. Dealer shall pay when due all taxes, fees, levies, duties and other payments required in connection with the

31、importation, distribution and sale of Products, including without limitation any income tax liability arising therefrom.2.4.Related Matters. Dealer shall not make deductions of anykind from amounts due to Control4 unless Control4 has issued acredit memo or otherwise consented to such deduction in wr

32、iting. Any unauthorized deduction shall be grounds for termination of this Agreement at Control4s option, without any further liability to Dealer. Dealer hereby grants to Control4 a security interest in all Products sold by Control4 to Dealer until payment in full for such Products is received by Co

33、ntrol4, and agrees that Control4 may file such financing statements as Control4 deems necessary to perfect such security interest.4.5.Rights.Control4maysuspendordiscontinueperformance, or suspend, withhold or discontinue any benefit ordiscount arising under this Agreement, in Control4s sole discreti

34、on, if Dealer fails to pay any sum when due, or if Dealer fails to perform its obligations under this Agreement and has not cured such failure within ten (10) days of receiving written notice thereof from Control4. In addition, Control4 may, in its sole discretion, remove, redistribute or re-assign

35、any current or future sales opportunities or leads during any period that Dealer is in breach of this Agreement.3.3.1.Purchase OrdersForm of Purchase Order. Orders for Control4s Productsmay be initiated by purchase orders in the format designated byControl4 from time to time, which may include elect

36、ronic purchase orders (each a “Purchase Order”). Control4 shall have the right to accept or reject, in its sole discretion for any or no reason, any Purchase Order. Each Purchase Order submitted by Dealer will be binding upon the parties only upon written or electronic acceptance by Control4, or upo

37、n shipment (but if accepted by shipment, then only to the extent of the Products actually shipped). The terms and conditions of this Agreement will apply to all Purchase Orders and will supersede all terms or conditions set forth on any Purchase Order submitted by Dealer, notwithstanding Control4s a

38、cceptance or fulfillment thereof.3.2. Forecasts. From time to time, Control4 may request that Dealer provide Control4 with a written or electronic forecast of anticipated future orders for a particular calendar quarter. Dealer agrees to use commercially reasonable efforts to provide such forecast to

39、 Control4 in a timely manner.5.5.1.ReturnsGeneral Terms. Dealer shall have the right to return,subject to terms hereof, for a full credit or refund, any Product that: (i) is shipped in error or was not ordered pursuant to Dealers Purchase Order; (ii) is damaged or defective (but not including damage

40、 incurred during shipment); or (iii) that is not manufactured and labeled in accordance with applicable laws, ordinances, rules and regulations. In any of the foregoing events, in order to qualify for a credit or refund as to such Product, Dealer shall notify Control4 within five (5) days of the rec

41、eipt of the subject Products, including a reasonable explanation of the reason for return. Control4 reserves the right to deny any return for which notice is not given within the applicable notification period, or in the case of subsection (ii) above, if the damage is caused by the negligence or wil

42、lful misconduct of the shipper, Dealer or its representative or agents. If Dealer is eligible to return the Products, Control4 will provide Dealer with a Return Merchandise Authorization (“RMA”) number and related return instructions; failure to obtain an RMA number and to comply with the return ins

43、tructions may result in denial of the return, or a reduction of the credit or refund amount. If upon examination,3.3.Cancellation of Purchase Orders. Control4 reserves theright to cancel any pending Purchase Order(s) if Dealer fails to pay any amount owed to Control4 when due, or if Dealer breaches

44、or otherwise fails to comply with this Agreement, or if Dealer fails toPage 2 of 8Control4 determines that any returned Products were improperly returned or were not eligible for return, then Control4 will send the Products back to Dealer. Upon written or electronic notice to Dealer by Control4, the

45、 foregoing return policy is subject to change or modification from time to time in Control4s sole discretion, provided that such change or modification applies equally to Control4s other dealers in the Sales Channel. For purposes of this Section 5.1, the term “defective” shall mean any Product that

46、is visually or operationally not performing in accordance with the limited end-user warranty associated with such Product upon inspection by Dealer.5.2. No Unauthorized Returns. Dealer shall not return any Product except as expressly permitted under Section 5.1, and Control4 shall have no obligation

47、 to accept any other returns. All returns not in compliance with Section 5.1 shall at Control4s option, in addition to the right of return and other remedies set forth in Section 5.1, be subject to a handling charge due to Control4 from Dealer equal to fifteen percent (15%) of the price for the retu

48、rned Product(s) on the Purchase Order, plus any freight, insurance or similar charges previously paid or incurred by Control4 in connection with the original shipment of such Product(s) to Dealer.modify, alter or amend) such Control4 Content for the purpose of advertising and promoting the Products.

49、6.4.Use After Termination. Upon expiration or termination ofthis Agreement, unless otherwise notified by Control4, Dealer shall be permitted to continue to advertise and promote the Products, using the Control4 Marks and Control4 Content, all in accordance with Section 6.1, 6.2 and 6.3, until Dealer

50、 has depleted its inventory of the Products. Thereafter, any license granted hereunder shall terminate and any use by Dealer of the Control4 Marks and/or Control4 Content shall be immediately discontinued without demand or judicial resolution.7.ConfidentialityAny information marked or identified by

51、Control4 or Dealer as confidential or, regardless of form or marking, is of the nature that a reasonable person would understand its owner would not want it disclosed to the public, will be considered to be “Confidential Information.” Confidential Information shall also include (a) this Agreement an

52、d its terms; (b) technical matters concerning Control4s trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and result

53、s, (c) Control4s pricing, policies, markets and sales strategies, (d) matters relating to Control4s project initiatives and designs, and (e) other information of a similar nature not generally disclosed to the public. Each party agrees not to disclose the Confidential Information of the other party

54、except to its own employees or agents who are bound by similar confidentiality obligations that are no less protective than this Section 7, who have a need to know such Confidential Information in order to perform their responsibilities. Each party agrees to take at least the same precautions to pro

55、tect the other partys Confidential Information as such party would utilize to ensure the protection, confidentiality and security of its own confidential information. Confidential Information shall not include any information which (a) is or becomes generally known or available through no act or fai

56、lure to act by the receiving party; (b) is already known by the receiving party at the time of disclosure as evidenced by its written records; (c) is rightfully furnished to the receiving party by a third party without restriction on disclosure; or (d) is disclosed in response to a valid order by a

57、court or other governmental body, or pursuant to the rules and regulations of any stock exchange or stock association in which the securities of the receiving party may be traded from time to time, provided that the receiving party provides the disclosing party with prior written notice of such disc

58、losure as soon as reasonably possible in order to permit the disclosing party to seek confidential treatment of such information. Upon the expiration or earlier termination of this Agreement, a party may, in writing, request either the prompt return or destruction, and a written certification of such destruction, of any Confidential Information provided to the other party. Each party further agrees that monetary damages may not alone be a sufficient remedy for unauthorized disclosure of Confidential Information and that the non-disclosing party shall be entitle