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Virility Health - Reseller Terms & Conditions

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Reseller Agreement

By submitting the Reseller Application, the Reseller, listed on the Reseller Application agrees to become bound by the terms of this agreement, made by and between Virility Health Ltd, 3 Leigh Court Close, Cobham, Surrey KT11 2HT and RESELLER . The terms of the agreement are effective as of the date signed by VIRILITY HEALTH LTD. WHEREAS, VIRILITY HEALTH LTD supplier of the "Products" and desires to sell such Products to RESELLER.

WHEREAS, RESELLER desires to purchase Products from VIRILITY HEALTH LTD for incorporation into its own systems for resale directly to end-users, and RESELLER is willing to provide to its customers the service and support necessary for systems so incorporated.

NOW, THEREFORE, the parties mutually agree to the following terms and conditions:

1. SALE

a. VIRILITY HEALTH LTD hereby agrees to sell and deliver to RESELLER during the term hereof and in accordance with the provisions of this Agreement, the Products set forth in the website - www.virilityhealth.co.uk, which, at VIRILITY HEALTH LTD's sole discretion, may be amended from time to time in order to add new Products, and/or delete discontinued Products.

b. The RESELLER is obliged to purchase a minimum value per order dependant upon the discount applied for.

c. Discount rates and order values are as follows:

d. RESELLER may select from the then current the Products it wishes to purchase.

e. RESELLER agrees to the Standard Conditions of Sale Applying to Products Sold by VIRILITY HEALTH LTD.

2. RELATIONSHIP

VIRILITY HEALTH LTD may appoint other RESELLERS or representatives and distributors in the same territory and for the same or similar Products. RESELLER is not a distributor of VIRILITY HEALTH LTD's Products nor shall RESELLER appoint or engage any third party to act on RESELLER's behalf as its agent, representative, or distributor to either purchase or sell VIRILITY HEALTH LTD's Products under the terms of this Agreement. However, no term or condition of this paragraph shall act to preclude RESELLER from appointing or engaging an agent, representative, or distributor to either purchase or sell RESELLER's systems into which VIRILITY HEALTH LTD's Products are incorporated.

3. QUALIFICATION

To qualify as a RESELLER of VIRILITY HEALTH LTD Products, the following conditions must be met for sales.

a. The RESELLER shall have sufficient sales staff to handle enquires regarding Products. The RESELLER's shall also be able to respond, within a reasonable time frame, to all sales leads provided by VIRILITY HEALTH LTD.

4. PURCHASE ORDERS

a. RESELLER shall place all orders online through the Virility Health Ltd website. VIRILITY HEALTH LTD reserves the right to amend Product Lines to add or remove Products at any time.

5. DISCOUNT AND PAYMENTS

a. RESELLER shall purchase Products at discounts based on their program level in effect at the time the order is received by VIRILITY HEALTH LTD.

b. In the event that RESELLER wishes to place purchase orders for Products and pay for such orders on credit terms, such credit terms shall be approved by VIRILITY HEALTH LTD in advance of order acceptance by VIRILITY HEALTH LTD.

c. The amount of any present or future sales, use, excise or other tax applicable to the sale or use of the Products sold hereunder shall be paid by the RESELLER.

6. TERMINATION

Either party may terminate this Agreement with or without cause upon thirty (30) days prior written notice. Written notice of termination of the Agreement shall be sent by registered mail, return receipt requested, to the other party at its address stated above or at such other address as may be designated from time to time. If VIRILITY HEALTH LTD terminates the Agreement, VIRILITY HEALTH LTD will honour orders placed under this Agreement made by RESELLER prior to RESELLER's receipt of notice of termination provided that such quotations are received by VIRILITY HEALTH LTD within five (5) working days after RESELLER's receipt of notice of termination. Termination of this Agreement shall not affect any obligations of RESELLER to make any payments due and owing hereunder at the time of such termination.

7. DELIVERY

a. All scheduled or quoted delivery dates are approximate and are based upon prompt receipt of all necessary information from the RESELLER.

b. Unless otherwise agreed to, in writing by VIRILITY HEALTH LTD, delivery of the Products hereunder shall be made with transportation expenses and insurance paid by RESELLER. Risk of loss or damage to Products in transit shall fall upon RESELLER, whose responsibility it shall be to file claims with the carrier and/or the insurance company. Title shall pass to RESELLER at FOB point.

8. CONFIDENTIAL INFORMATION, TRADEMARKS AND TRADE NAMES

a. To enhance the effectiveness of the RESELLER's selling, VIRILITY HEALTH LTD may from time to time divulge certain confidential information and proprietary trade and/or manufacturing secrets to the RESELLER. RESELLER shall preserve in strict confidence any confidential or proprietary information obtained by RESELLER concerning the business or affairs of VIRILITY HEALTH LTD and affiliated entities, including but not limited to trade secrets, price lists, marketing strategies, customer lists, mail lists, and information concerning VIRILITY HEALTH LTD Products, and shall refrain from disclosing, during the term of this Agreement or at any time thereafter, any such information to any person or persons, natural or corporate.

b. RESELLER acknowledges and agrees for all purposes that any registered or unregistered trademarks, trade names, or identifying slogans affixed to Products or any accompanying labels, containers, cartons, and promotional literature constitute the exclusive property of VIRILITY HEALTH LTD and shall not be used by RESELLER except in connection with promoting and selling Products.

9. LIMITATION OF VIRILITY HEALTH LTD'S LIABILITY

a. RESELLER shall at all times act as an independent contractor and shall not have any right or authority to make any representation or warranty on behalf of VIRILITY HEALTH LTD, nor in any manner to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, nor act for, nor bind VIRILITY HEALTH LTD in any respect. RESELLER is not an agent nor an employee of VIRILITY HEALTH LTD, nor is RESELLER a legal representative of VIRILITY HEALTH LTD. Except as herein specifically provided, RESELLER agrees to defend, hold harmless, and indemnify VIRILITY HEALTH LTD with respect to any claim, action, suit, or other proceeding asserted or instituted against VIRILITY HEALTH LTD arising out of or related to any actions taken by RESELLER. RESELLER agrees not to act in any manner or make any representation which would lead any third party to consider that VIRILITY HEALTH LTD is in any way responsible for the acts of RESELLER or that RESELLER is an agent of VIRILITY HEALTH LTD. Except as provided by express written warranties offered by VIRILITY HEALTH LTD, VIRILITY HEALTH LTD shall not be responsible for the Product(s) after sale by VIRILITY HEALTH LTD to the RESELLER.

b. Notwithstanding any provision contained herein to the contrary, the maximum liability of VIRILITY HEALTH LTD to RESELLER, or to any person whomsoever arising out of or in connection with any sale, use, or other application of any Product delivered to RESELLER hereunder, whether such liability arises from a claim based upon contract, warranty, tort, or otherwise, shall not under any circumstance exceed the actual amount paid to VIRILITY HEALTH LTD by RESELLER for the Product delivered hereunder.

c. VIRILITY HEALTH LTD SHALL NOT BE LIABLE FOR ANY OF RESELLER'S LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR LOSS OF DATA, INTERRUPTION OF BUSINESS, NOR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF VIRILITY HEALTH LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. In no case will VIRILITY HEALTH LTD be liable for any representation or warranty made by RESELLER, or any agent of RESELLER.

10. GENERAL PROVISIONS

a. ENTIRE AGREEMENT. This instrument contains the entire and only agreement between the parties hereto relating to the subject matter hereof and any representation, affirmation of fact, and course of prior dealings, promise or condition in connection therewith or usage of the trade not incorporated herein shall not be binding on either party. This agreement supersedes any previous agreement executed between the parties related to the subject matter hereof. The rights and obligations contained herein shall inure to and be binding upon the parties, their legal representatives, successors, and permitted assigns.

b. ASSIGNMENT. Any assignment of this Agreement, or of any rights or obligations hereunder, by the RESELLER or VIRILITY HEALTH LTD without the written consent of the other party shall be void.

c. APPLICABLE LAW. This Agreement and matters connected with the performance thereof shall be construed, interpreted, applied and governed in all respects by the laws of the United Kingdom.

d. MODIFICATION. No change, modification, revision, discharge, abandonment or waiver of this Agreement shall be binding upon VIRILITY HEALTH LTD unless made in writing and signed on its behalf by an authorised employee.

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Customer Service
We believe that the products we offer are of the highest quality and excellent value for money. We aim to provide you with a fast, efficient and friendly service.

Fast Despatch Policy
If we receive your order by 4.00pm we will despatch your parcel the same day by First Class Mail in the UK.

We accept the following cards: