Last updated May 20, 2021
Welcome to Airofit!
Airofit is engaged in the production and sale of a respiratory device, Airofit App and accessories (hereinafter referred to as the Product), and is desirous of having its products sold on the Terms of Sales and Service set forth below.
Agreement to Terms
By agreeing to the Terms of Sales and Service you declare that you possess qualified personnel and sufficient financial and physical resources to promote full use of Airofit’s products, and are desirous of acting in the capacity of a retailer for the product, within the territory hereafter described.
You will act as an authorized retailer of Airofit’s products within specific territory agreed with Airofit in a written form.
Airofit holds at all times the exclusivity to sell, promote & distribute Airofit’s products through all internet sales (i.e. sales generated through Airofit’s website Airofit.com) and other distributors, even if the customer or distributor is located or domiciled in your territory. These rules include global trading platforms such as Amazon & Ebay as well as other local professional or public platform of any kind. The retailer can sell and promote Airofit products on local trading platforms only after written approval from Airofit.
You will become the authorized retailer by agreeing to these Terms of Sale and Service, and after approval given by Airofit. The rights and obligations of each party accrued prior to the expiry of the cooperation will be unaffected by the expiry, but you will in no event be entitled to receive any payment from Airofit (other than respect to any such accrued rights and obligations) notwithstanding any investment or capital expenditures incurred by you in order to facilitate the sale of Airofit’s products. Up on termination of the cooperation between the two parties the retailer is obliged to return all agreed documentation and commercial materials.
Termination of cooperation
Termination of the cooperation shall be announced no later than three months before the termination date in a written form.
At the election of Airofit, the cooperation will terminate immediately in the event of:
- Your breach of any of these Terms of Sale and Service if the breach remains uncured ten (10) days after Airofit has given you notice of the breach;
- Your insolvency;
- Any assignment by the retailer for the benefit of creditors;
- The institution of voluntary or involuntary proceedings by or against the retailer in bankruptcy or under insolvency laws or for corporate reorganization, or receivership, or for the dissolution of the retailer;
- any assignment or attempted assignment of this Agreement by the retailer without Airofit’s written consent first having been obtained;
- any sale, transfer or relinquishment, voluntary or involuntary, by operation of law or otherwise, of any material interest in the ownership of the retailer;
- the commission by the retailer or any manager, partner, principal, officer, stockholder or employee of the retailer of any act adversely affecting the good name, goodwill or reputation of the retailer, Airofit or Airofit’s products; or
- the acquisition by the retailer, without Airofit’s written consent first having been obtained, of the right to represent a product line containing any products competitive with any products manufactured by Airofit, or the sale by the retailer of any product in any such product line without Airofit’s written consent first having been obtained.
By accepting these Terms of Sale and Service you agree to advise Airofit immediately of the occurrence of any of the foregoing events.
Airofit hereby grants you the non-transferable right, during the term of this Agreement, to use Airofit’s trade name, trademarks, service marks, copyrights, labels, forms, and advertising materials, if any, in the marketing of Airofit’s products in the agreed territory. However, you may not (by virtue of the foregoing grant) register, in Airofit’s name in the agreed territory or elsewhere, the trade name, trademarks, service marks, etc. and may under no circumstances register domain names that include the name “Airofit” or similar. Upon termination of the cooperation for any reason, you -except as agreed by Airofit in writing- will immediately discontinue the use of Airofit’s trade name, trademarks, service marks, copyrights, forms, labels, and advertising materials, if any, except for the purpose of selling any existing stock of Airofit’s products (but without in any way stating or suggesting that you, after the term of this cooperation are an authorized representative of Airofit or for its products).
You will perform the following services:
- You will use your best efforts to locate and communicate diligently with potential purchasers of Airofit’s products in the agreed territory, will actively promote in all reasonable and proper ways the sale of the products, and will in all respects act to advance Airofit’s interests in the territory in an efficient and businesslike manner.
- You will maintain an adequate commercial staff devoting sufficient time to promoting Airofit’s products needed to maximize the interest in and sales of the products in the agreed territory. You agree to use your best efforts to promote sales of Airofit’s products to the extent necessary to meet or exceed the goals or quotas. You and your staff involved in the distribution of Airofit’s products shall participate in online sales training courses arranged by Airofit.
- You will advise Airofit from time to time of the nature and substance of all substantial contacts made with actual or potential customers in the agreed territory for Airofit’s products, and will periodically discuss with Airofit the market for Airofit’s products in the agreed territory, and your efforts being made to stimulate and increase that market.
- With respect to Airofit’s products and brand, you are responsible to pay commission to your commercial staff at a fair rate as well as accept & allow the commercial staff of the company to participate in sales activities & promotions arranged by Airofit.
- You will refrain from actively seeking customers outside the agreed territory for Airofit’s products, and will not establish a branch or maintain a warehouse or stock for distribution of such products outside the agreed territory.
You as an Independent Contractor
You and the your personnel are not employees or agents of Airofit, and have no authority to enter into any agreement or contract–or to make any promise, affirmation, description, or representation–on behalf of Airofit. You have no right or authorization to create any obligation of any kind or to incur any liability whatever, on behalf of Airofit. You will function as an independent contractor only, and will not have any interest in common with Airofit as part of any joint venture, partnership, syndicate, or pool.
You are responsible pay all your & your personnel expenses and costs in connection with the solicitation of sales of Airofit’s products, and Airofit will not be liable to you or to any other person or entity for payment of the expenses or costs, or any part thereof. This includes trade fairs.
You will pay prices for the products of Airofit as displayed on the online ordering platform. The minimum order quantity is 15 devices. Except for the first order, where you are entitled to purchase 5 devices. Product samples can be acquired up on special agreement
Payment terms are net cash before delivery. All orders are to be placed online through the Airofit ordering platform. You have the option either to pay for the orders directly on the ordering platform or by a commercial invoice. Orders will be shipped after payment confirmation has been provided. For orders placed without the use of the ordering platform, Airofit will charge a handling fee applicable from time to time.
Airofit will not be liable to you or to any other person or entity for any failure to deliver, or delay in delivering, any product where that failure or delay has been occasioned by fire, embargo, strike, failure to secure materials from usual sources of supply, governmental action, or any other circumstances beyond Airofit’s control which in any way interfere with Airofit’s ability to make delivery in the normal course of business.
If Airofit is limited as regards products in stock or cannot deliver, then Airofit will not be liable to you.
All deliveries are DAP (Incoterms 2020 ICC).
Airofit grants a 2 year warranty on all products purchased directly from Airofit. You are responsible to provide support to the end-customers and ensure that you have stock of spare parts in case of a warranty claim from the end-customer. Airofit will not cover your shipping costs to send a replacement. By accepting these Terms of Sale and Service you agree to document the returns, receive damaged parts in their stock and after agreement with Airofit, to send the damaged parts to Airofit for a further inspection.
By accepting these Terms of Sale and Service you agree to comply with all applicable import/export laws and regulations.
When ordering products from Airofit for delivery outside of the European Union you may be subject to import duties and taxes, which are levied once the package reaches the specified destination. Any additional charges for customs clearance must be borne by you; Airofit has no control over these charges. Customs policies vary widely from country to country. For estimation of the customs fees, contact your local customs office. You are considered the importer of record and must comply with all laws and regulations of the country in which you are receiving the products. Your privacy is important to us and we would like our international customers to be aware that cross-border deliveries are subject to opening and inspection by customs authorities.
Marketing Material, Promotions and Packaging
The marketing material, campaigns, videos or other promotional material produced by yourself require an approval in writing by Airofit before being launched. You will also provide Airofit with a copy of all catalogues and advertising materials created by yourself and will notify Airofit of any new products or product lines that you handle or are seeking to handle.
Airofit will support you with online marketing material and inform you about planned promotions.
In case that you require sales support materials like packaging sleeves in local languages, Airofit will support you with the visual outline, however, you are responsible to handle and cover the production and costs.
Design and Manufacturing
Airofit expressly reserves the right at any time, without your consent without any liability to you, to change the design of any of Airofit’s products, to discontinue manufacture of any products, or to take any other step with respect to Airofit’s products or business.
During a period of two years after the date at which the contract has expired, you shall not manufacture or distribute products which compete with the Products. During this period, you shall not, directly or indirectly, deal in any capacity with competing products within or without the agreed territory; this also applies to secondhand products.
You will neither assign your rights nor delegate the performance of your duties under these Terms of Sale and Service to any other person, corporation, partner, affiliate or entity without the express written consent of Airofit first having been obtained, and any attempted assignment or delegation without that consent will be void and may result in termination of the contract.
Airofit may assign its rights and obligations under this Terms of Sales and Service.
You will keep complete and accurate books and records reflecting all facets of your transactions and communications involving Airofit and its products. These records will, at all times during normal business hours, be available for inspection and examination by Airofit or by any of its designated agents.
Waiver or Modification
The failure of Airofit to enforce at any time any of the provisions of these Terms of Sale and Service will not be construed to be a waiver of the provisions or of the right to enforce the provisions subsequently. No renewal or modification or waiver of any of the provisions of this Sale and Service will be binding on Airofit unless that renewal, modification, or waiver is stated in writing and signed by the CEO of Airofit.
Applicable Law, Venue
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, AIROFIT, ITS LICENSORS, AND ITS AND THEIR AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
You agree that these Terms of Sale and Service shall be deemed to have been made and executed in a the Kingdom of Denmark, and any dispute arising hereunder shall be resolved in accordance with the laws of the Kingdom of Denmark. Subject to Dispute Resolution by Arbitration below, you agree that any claim asserted in any legal proceeding by you against Airofit shall be commenced and maintained exclusively in Denmark, having subject matter jurisdiction with respect to the dispute between the parties and you hereby consent to the exclusive jurisdiction of such courts. In any dispute arising under these Terms of Sale and Service, the prevailing party will be entitled to attorneys’ fees and expenses.
Nothing in these Terms of Sale and Service limits or excludes our responsibility for fraudulent representations made by us or for death or personal injury caused by our negligence or willful misconduct. If any of these Terms of Sale and Service is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.
If you breach these Terms of Sale and Service and Airofit takes no action, Airofit will still be entitled to use their rights and remedies in any other situation where you breach these Terms of Sale and Service. These Terms of Sale and Service shall apply to the maximum extent permitted by applicable law. If the laws of your jurisdiction prohibit the application of some or all of the provisions, of this section alone, such provisions will not apply to you.
Except as otherwise expressly stipulated in these Terms of Sale and Service in the event that any provision of these Terms of Sale and Service shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect.
If you believe that your rights are being infringed, please contact us. We respond expeditiously to rights owners and their agents to communicate concerns about any alleged infringement. Upon receipt of your infringement notice we may take certain actions, including removing information or an item, all of which are taken without any admission as to liability and without prejudice to any rights, remedies or defenses, for all of which we hold an unmitigated discretion to execute. Furthermore, by submitting an infringement notice, you grant Airofit the right to use, reproduce, modify, adapt, publish, translate, create derivative works from, and display its content throughout the world in any media. This includes forwarding your infringement notice to the parties involved in the provision of the allegedly infringing content. By accepting these Terms of Sale and Service you agree to indemnify Airofit for all claims brought by a third party against Airofit arising out of or in connection with the submission of your infringement notice.
You acknowledge that, during the course of your business relationship with Airofit, you may be furnished by Airofit with information not generally known which gives Airofit some competitive or business advantage, or the opportunity of obtaining such an advantage (”confidential information”). This confidential information may pertain to, among other things, designs, methods, systems, procedures, de-vices, manufacturing techniques, manufacturing processes, computer hardware, com-puter software, computer databases, marketing plans, costs, sales, prices, quotations, bids, operations, employees or representatives of Airofit, as well as facts with respect to the identities, personnel, projects, needs, policies, or practices of past, current or prospective customers or suppliers of Airofit. You agree that you will not at any time, whether during or following the term of your business relationship with Airofit, divulge, disclose or communicate confidential information in any manner or to any extent to any person or entity not expressly authorized by Airofit to receive such information. You will not use or permit the use of any such information, except with the express consent and for the benefit of Airofit. You understand that all this information is important and unique and that this information materially affects the goodwill and successful conduct of the business of Airofit.
If any provision of these Terms of Sale and Service or the application of it to any person, entity or circumstances is held invalid for any reason whatsoever, this invalidity will not affect the other provisions of these Terms of Sale and Service or the application of the other provisions to any other person, entity or circumstances which can be given effect without the invalid provision or application, and to this end, the provisions of these Terms of Sale and Service and their application are hereby declared to be severable.
These Terms of Sale and Service will be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns.
Changes to Terms or Services
Airofit may modify the Terms at any time, in their sole discretion. If Airofit does so, you will be informed either by posting the modified Terms of Sale and Service on the website or through other communications. It is important that you review the Terms of Sale and Service whenever we modify them because if you continue to use the Services after we have posted modified Terms of Sale and Service on the website, you are indicating to us that you agree to be bound by the modified Terms of Sale and Service. If you don’t agree to be bound by the modified Terms of Sale and Service, then you may not use the Services anymore. Because Airofit’s Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
If you have any questions about these Terms or the Services or Products, please contact Airofit at email@example.com