AUTHORISED DEALER / RESELLER
REQUIREMENTS, RESPONSIBILITIES AND TERMS
Between:
Integrated Marketing
Hereinafter referred to as “the Company”
and
[DEALER / RESELLER NAME]
Hereinafter referred to as “the Dealer”
1. PURPOSE OF THIS AGREEMENT
The purpose of this document is to establish the requirements, responsibilities, and standards applicable to an authorised Dealer / Reseller of products supplied by Integrated Marketing.
The Dealer acknowledges that being appointed as an authorised Dealer / Reseller carries certain responsibilities and that the Dealer is expected to maintain professional standards when representing, promoting, selling, and supporting the Company’s products.
The Dealer agrees to comply with the requirements contained in this document as a condition of maintaining authorised Dealer / Reseller status and receiving Dealer pricing.
2. DEALER RESPONSIBILITIES
The Dealer shall:
2.1 Represent the Company and its products in a professional and responsible manner.
2.2 Conduct business in a manner that does not damage the reputation, goodwill, or standing of the Company or its products.
2.3 Ensure that all information provided to customers regarding the Company’s products is accurate and not misleading.
2.4 Ensure that sales personnel have sufficient knowledge of the products being offered for sale.
2.5 Ensure that customers are provided with correct information regarding product specifications, capabilities, limitations, installation requirements, operation, and warranty conditions.
2.6 Not make promises, representations, or commitments on behalf of the Company unless such commitments have been specifically authorised by the Company in writing.
2.7 Deal with customers in a professional and reasonable manner before, during, and after the sale.
2.8 Comply with all applicable laws, regulations, and industry requirements relating to the sale, installation, and use of the products.
3. PRODUCT KNOWLEDGE AND TRAINING
3.1 The Dealer is responsible for ensuring that its sales and technical personnel have an appropriate understanding of the products they sell.
3.2 The Dealer shall familiarise itself with the Company’s product specifications, operating instructions, installation requirements, safety requirements, and warranty conditions.
3.3 Where the Company provides product training, technical information, or training material, the Dealer is expected to make reasonable use of such information.
3.4 The Dealer shall not provide technical advice or installation instructions that contradict the Company’s published specifications or instructions.
3.5 Where a product requires specialised installation, commissioning, or technical knowledge, the Dealer shall ensure that suitably competent personnel are used.
3.6 The Company may require a Dealer to complete product-specific training before the Dealer is permitted to sell, install, service, or support certain products.
4. SALES AND CUSTOMER SERVICE STANDARDS
4.1 The Dealer shall provide customers with professional and accurate information when quoting or selling the Company’s products.
4.2 The Dealer shall ensure that customers understand what is included and excluded from a quotation.
4.3 Any additional work, accessories, installation, delivery, or services that are not included in the Company’s product price must be clearly identified to the customer.
4.4 The Dealer shall not knowingly sell a product for an application for which the product is unsuitable.
4.5 Where the Dealer is uncertain whether a product is suitable for a particular application, the Dealer shall obtain clarification from the Company before making a commitment to the customer.
4.6 The Dealer remains responsible for the accuracy of quotations and representations made directly by the Dealer to its customers.
4.7 CUSTOMER COMPLAINTS AND MANDATORY SUPPORT PROTOCOL
4.7.1 The Dealer is strictly responsible for managing and resolving customer complaints, service issues, and technical problems relating to products sold by the Dealer.
4.7.2 The Dealer shall not refer a customer directly to the Company or provide the Company’s direct contact details to the customer in order to avoid dealing with the customer’s complaint or technical issue.
4.7.3 Mandatory Technical Escalation Process: The Company will not accept technical escalations or support requests from the Dealer unless the Dealer first investigates the matter and provides the Company with a completed pre-diagnostic submission, including:
- Product model and serial number;
- Proof of purchase / installation date;
- High-resolution photos or video showing the installed product and specific fault; and
- A detailed description of the initial troubleshooting steps already conducted by the Dealer.
4.7.4 Technical guidance provided by the Company to the Dealer does not transfer responsibility for the customer or the resolution of the issue from the Dealer to the Company.
4.7.5 Administrative Escalation Penalty: If a Dealer directs an end-user customer to contact the Company directly for routine support, warranty, or troubleshooting without prior written authorization, the Company reserves the right to charge the Dealer an Administrative Escalation Fee per instance, and/or review or revoke the Dealer’s authorised status.
4.8 COMPANY SITE VISITS AND DIRECT CUSTOMER SUPPORT
4.8.1 The Dealer acknowledges that the Company is not responsible for routinely attending customer premises to diagnose, repair, install, or resolve problems relating to products sold by the Dealer.
4.8.2 Any request for the Company to attend a customer’s premises must be discussed and agreed with the Company in writing in advance.
4.8.3 The Company reserves the right to charge the Dealer for travel, labour, accommodation, or other costs associated with a site visit where the visit is required as a result of the Dealer’s inability or failure to resolve the customer’s issue.
4.8.4 The Dealer may not commit the Company to attending a customer site or represent to a customer that the Company will attend without prior written confirmation from the Company.
4.9 DEALER AS FIRST POINT OF CONTACT
4.9.1 The Dealer shall remain the customer’s primary point of contact for products purchased through the Dealer.
4.9.2 The Dealer is responsible for ensuring that its customers receive appropriate assistance, communication, and follow-up throughout the sales and after-sales process.
4.9.3 Where a matter requires escalation to the Company, the Dealer shall manage all communication with the customer and coordinate the matter with the Company unless the Company specifically agrees in writing to deal directly with the customer.
4.9.4 The Dealer shall not use the Company as a substitute for its own customer service, technical support, or after-sales responsibilities.
5. QUOTATIONS AND PRICING
5.1 The Company will provide the Dealer with applicable Dealer / Reseller pricing from time to time.
5.2 Dealer pricing is strictly confidential and shall not be disclosed to third parties without the Company’s written approval.
5.3 The Dealer is responsible for determining its own resale prices, subject to applicable laws and any lawful pricing policies communicated by the Company.
5.4 The Dealer shall ensure that quotations supplied to customers accurately describe the products and services being offered.
5.5 Prices supplied by the Company may be changed from time to time. The Company shall not be responsible for pricing previously quoted by the Dealer to a customer unless specifically agreed in writing.
6. ORDERS AND PAYMENT
6.1 All orders placed with the Company are subject to acceptance by the Company.
6.2 The Company reserves the right to refuse or delay an order where there are outstanding payments, credit-limit issues, incomplete information, or other reasonable commercial grounds.
6.3 The Dealer shall be responsible for payment of all amounts due to the Company in accordance with the agreed payment terms.
6.4 The Dealer shall not withhold payment to the Company because of an ongoing dispute between the Dealer and its customer.
6.5 Any credit facilities granted to the Dealer are subject to the Company’s applicable credit terms.
6.6 Where an order is placed for a product requiring special procurement, modification, or manufacture, the Dealer may be responsible for the costs associated with cancellation or changes to such an order.
7. INSTALLATION AND TECHNICAL WORK
Where the Dealer undertakes installation, commissioning, servicing, or other technical work relating to the Company’s products:
7.1 The Dealer shall ensure that such work is carried out by suitably competent and appropriately trained personnel.
7.2 The Dealer shall strictly follow the Company’s installation and technical instructions.
7.3 The Dealer shall comply with applicable safety requirements and legislation.
7.4 The Dealer shall use suitable tools, equipment, and installation materials.
7.5 The Dealer shall not modify, alter, or adapt a product in a manner that could affect its safety, operation, or warranty without prior written approval from the Company.
7.6 The Dealer shall be responsible for workmanship relating to installation work carried out by the Dealer, unless otherwise agreed in writing.
7.7 Where a technical problem cannot reasonably be diagnosed or resolved by the Dealer after exhausting standard procedures, the matter shall be referred to the Company in accordance with Clause 4.7.3.
8. WARRANTY, RETURNS AND EXCHANGE PARTS
8.1 All warranty claims shall be handled in accordance with the Company’s current warranty policy.
8.2 The Dealer shall not promise a customer warranty coverage beyond that provided by the Company unless the Dealer accepts full commercial and financial responsibility for the additional warranty.
8.3 Where requested, the Dealer shall provide photographs, serial numbers, proof of purchase, detailed descriptions of the fault, and any other information reasonably required to assess the claim.
8.4 The Company reserves the right to inspect or test a product before determining whether a warranty claim is valid.
8.5 Warranty coverage may be invalidated where a product has been incorrectly installed, modified, misused, neglected, improperly maintained, or operated outside its intended application.
8.6 The Dealer shall not represent to a customer that a product is defective or that a warranty claim will be accepted until the product has been properly assessed and approved by the Company.
8.7 Returns of products that are not warranty claims shall be subject to the Company’s applicable returns policy and must be authorized in writing prior to return.
8.8 WARRANTY PARTS, LABOUR AND TRAVEL
8.8.1 Where a warranty claim has been approved by the Company, the Company will supply the replacement warranty parts required to rectify the confirmed product fault, subject to the Company’s warranty policy.
8.8.2 Part Exchange Basis: Replacement warranty parts are supplied on an exchange basis. The Dealer must return the replaced/defective part to the Company for evaluation within 14 days of receiving the replacement part. If the returned part is found to be functional, damaged due to improper handling/installation, or is not returned within the specified timeframe, the Dealer will be invoiced for the full price of the replacement part.
8.8.3 Labor & Travel Exclusions: The Dealer shall be solely responsible for all costs associated with labour, installation, removal, fitting, diagnosis, call-outs, travelling, transport, and any other expenses incurred in attending to the customer or replacing the warranty part.
8.8.4 The Dealer may not invoice or claim these costs from the Company unless the Company has specifically agreed to do so in writing before the work is undertaken.
9. CUSTOMER SUPPORT
9.1 The Dealer is expected to provide the first level of customer support for products sold directly by the Dealer.
9.2 The Dealer shall make reasonable efforts to assist customers with basic product enquiries, operating information, and troubleshooting.
9.3 Where the Dealer cannot resolve a technical issue, the Dealer may request assistance from the Company in accordance with Clause 4.7.3.
10. MARKETING AND USE OF COMPANY BRANDING
10.1 The Dealer may identify itself as an authorised Dealer / Reseller of the Company’s products only for as long as its authorised status remains valid.
10.2 The Dealer may use approved Company logos, product photographs, brochures, and marketing material supplied by the Company solely for the purpose of promoting the Company’s products.
10.3 Company branding and marketing material shall not be altered in a way that misrepresents the Company or its products.
10.4 The Dealer shall not register or use Company trademarks, product names, logos, domain names, or other intellectual property as its own.
10.5 The Dealer shall not produce marketing material containing false, misleading, or unsubstantiated claims regarding the Company’s products.
10.6 The Company may require the Dealer to remove or amend marketing material that does not comply with the Company’s branding or product-information requirements.
11. PROHIBITED ACTIVITIES
The Dealer shall not:
11.1 Make false or misleading claims regarding the Company’s products.
11.2 Misrepresent itself as an employee, agent, or legal representative of the Company unless specifically authorised to do so.
11.3 Alter, remove, or obscure product identification, serial numbers, safety labels, or other manufacturer markings.
11.4 Modify products without appropriate technical approval where such modification could affect product safety, operation, or warranty.
11.5 Make unauthorised warranty commitments on behalf of the Company.
11.6 Use the Company’s name, trademarks, or intellectual property in a manner that has not been authorised.
11.7 Engage in conduct that could reasonably damage the reputation of the Company or its products.
11.8 Sell or promote products using information that the Dealer knows, or reasonably should know, to be inaccurate or misleading.
12. CONFIDENTIAL INFORMATION
12.1 The Dealer may receive confidential information from the Company including, but not limited to, Dealer pricing, technical information, product development information, commercial arrangements, and other information not publicly available.
12.2 Such information shall be treated as strictly confidential and shall not be disclosed to third parties unless authorised by the Company or required by law.
12.3 Confidential information shall only be used for the purpose of conducting the Dealer’s authorised business with the Company.
13. DEALER STATUS AND REPRESENTATION
13.1 The Dealer is an independent contractor and is not an employee, partner, or joint venture partner of the Company.
13.2 Appointment as an authorised Dealer / Reseller does not give the Dealer authority to enter into contracts or commitments on behalf of the Company.
13.3 The Dealer shall not represent that it has authority to bind the Company unless such authority has been expressly granted in writing.
13.4 The Dealer shall remain responsible for its own employees, premises, operating costs, taxes, insurance, and other business expenses.
14. COMPLIANCE & MARGIN ELIGIBILITY
14.1 Authorized Dealer pricing and discount structures are granted on the express condition that the Dealer actively fulfills all after-sales, warranty, diagnostic, and customer support obligations outlined in this agreement.
14.2 Repeated failure to provide first-line support, failure to comply with escalation procedures, or dumping direct customer inquiries onto the Company may result in the immediate reduction of Dealer discount structures, suspension of credit terms, or reclassification of the Dealer to standard retail / non-authorized buyer status.
15. TERMINATION
15.1 Either party may terminate the Dealer relationship in accordance with the agreed termination period, subject to any outstanding contractual obligations.
15.2 The Company may immediately terminate or suspend the Dealer’s authorised status where the Dealer:
- Materially breaches this agreement;
- Repeatedly fails to meet the required customer service, technical support, or installation standards;
- Fails to pay amounts due;
- Misuses the Company’s intellectual property;
- Makes serious or misleading representations regarding the Company’s products;
- Directs unvetted customer complaints directly to the Company in violation of Clause 4.7;
- Conducts itself in a manner that materially damages the Company’s reputation; or
- Engages in unlawful or fraudulent conduct.
15.3 Where appropriate, the Company may provide the Dealer with an opportunity to correct a breach before termination.
15.4 Upon termination, the Dealer shall immediately cease representing itself as an authorised Dealer / Reseller of the Company.
15.5 The Dealer shall cease using the Company’s trademarks, logos, and other proprietary marketing material following termination, unless otherwise agreed in writing.
15.6 Termination shall not remove any payment obligations or other obligations that arose before the termination date.
16. GENERAL
16.1 This document sets out the general requirements and responsibilities applicable to the Dealer / Reseller relationship.
16.2 Any amendments to these requirements must be made in writing and signed by both parties.
16.3 The Company reserves the right to update its Dealer / Reseller requirements where reasonably necessary due to changes in products, procedures, legislation, or business requirements.
16.4 If any provision of this document is found to be invalid or unenforceable, the remaining provisions shall continue to apply to the extent permitted by law.
16.5 This document should be read together with the Company’s applicable quotation, payment, warranty, returns, and product policies.
