OFFLINE MARKETING SERVICE AND CONSIGNMENT AGREEMENT
This offline marketing service agreement (AGREEMENT) effective as of Contract Date, is entered into by and between Backers Limited (BACKERS), a company registered at Unit A&B, 27/F, Billion Plaza II, 10 Cheung Yue Street, Cheung Sha Wan, Kowloon, Hong Kong business registration number: 65480314 and you (SUPPLIER), a customer who wish to choose to use the retail as a service.
LOCATION OF SERVICE
The service covered in this agreement is specified at the subscription of your choice.
TERMS OF SERVICE
SUPPLIER will consign its product(s) (PRODUCT(S)) to BACKERS for marketing, product demonstration, money collection.
BACKERS will provide a space for SUPPLIER to showcase and to demonstrate its product(s) at BACKERS’ physical retail which may or may not lead to sales activities. Size of the space is set out in Appendix 1.
SUPPLIER understands that BACKERS will demonstrate the PRODUCT(S) in the retail space during its operating hours. BACKERS will not be responsible for any wear-and-tear of the demo PRODUCT(S). BACKERS will not be responsible for the loss of any demonstration unit(s) and facility provided by SUPPLIER.
The itemized services provided by BACKERS are set out in Appendix 2 on https://www.backerstores.com/pages/taipei-xinyi-for-creators and https://www.backerstores.com/pages/hk-airport-for-creators
SUPPLIER shall mention BACKERS offline location(s) in its online website and any social media channels during the contract period.
EFFECTIVE AND END DATE
The effective date of this agreement is at the point your payment of subscription is successful and for a duration of THREE MONTHS.
PRODUCT(S) COVERED IN SERVICE
SUPPLIER declares the authenticity of the PRODUCT(S) to be provided to BACKERS, and is responsible for the legal use of PRODUCT(S), and will be responsible for any lawsuits, if any for breaching of any copyrights or patents of the PRODUCT(S).
SUPPLIER will provide one (1) unit of each of the PRODUCT(S) for each store, free of charge as a demonstration unit in the retail space. SUPPLIER will also provide stocks to BACKERS from time to time per BACKERS request.
SUPPLIER is responsible for the warranty of the products it supplies. BACKERS hold no obligation to any defect, injuries or damages directly or indirectly caused by the products. Product's warranty is one (1) year limited liability warranty unless otherwise stated.
Either Party initiating RRP adjustments should reach mutual written consent on the varied amount received by SUPPLIER and varied COMMISSION to BACKERS with the other Party, Five (5) working days in advance.
SUPPLIER will provide technical support to the customers. Within Seven (7) calendar days from receipt of the PRODUCT(S), the customers are allowed to replace goods with proof of damage and defect. SUPPLIER will arrange the goods replacement and be responsible for any delivery cost incurred.
SUPPLIER grants all right to BACKERS to use and play the product video at BACKERS physical retail or online stores. BACKERS will provide review and approval before playing the product video at a physical retail store or online store.
SUPPLIER grants right to BACKERS to offer promotional festive discounts from time to time with a maximum discounted percentage as illustrated in Appendix 4. BACKERS will provide written notification five (5) working days in advance of such promotional period. Discounts will be offered at SUPPLIER's cost.
SUPPLIER will offer a fixed 20% discount to the employees of BACKERS.
FINANCIAL AND ACCOUNTING ARRANGEMENT
Service Fee invoices will be sent monthly/quarterly/one off and SUPPLIER is required to complete payment 30 days prior to the beginning of the service. Any late payments might result in suspension of service and/or late charge fees.
BACKERS will issue the inventory report monthly. A month is regarded as first day of the month to the last day of the month. BACKERS will provide a sales report within FOURTEEN (14) working days after the last day of the month. Upon receiving the bank account and/or payment instruction of the SUPPLIER, BACKERS will pay the SUPPLIER in the next FOURTEEN (14) working days from the date of sales report issuance or date receiving SUPPLIER’s bank account detail / payment instruction, whichever later. The transaction cost of sales activity will be born by BACKERS which will be subtracted from the final sales. ( For credit card 3% per total sales / PayPal 5% per total sales.)
BACKERS will pay the PRODUCT(S) sales price times the number of units sold, minus COMMISSION and DISCOUNTS to the SUPPLIER. SUPPLIER is responsible for any bank charges or transaction fees for such transfer incurred by bank or financial institutions of both parties.
If SUPPLIER decides to terminate the agreement upon the end date of the agreement, SUPPLIER should provide a written notice to BACKERS One (1) month in advance. BACKERS should then arrange by courier to deliver the PRODUCTS back to SUPPLIER once any outstanding payment is cleared.
If BACKERS decides to terminate the agreement, BACKERS will provide a written notice to SUPPLIER TWO (2) weeks in advance. BACKERS should then arrange by courier to deliver the PRODUCTS back to SUPPLIER once any outstanding payment is cleared.
Regardless of which party initiating the cancellation, SUPPLIER is responsible for the cost of such delivery. If BACKERS do not receive the One(1)-month notification, BACKERS assume SUPPLIER agrees to automatically renewing the service for the said period stated in this document.
For any outstanding fees that SUPPLIER is owing to BACKERS over Thirty (30) calendar days, BACKERS reserves the right to sell the consigned stocks to cover such overdue fees without prior notice.
BACKERS will not pay any damages, claims or penalties to SUPPLIER under any circumstances.
Any transportation costs between SUPPLIER and BACKERS or SUPPLIER to the customers of BACKERS are born by SUPPLIER.
TERMINATION, WITHDRAWAL OF PHYSICAL DISPLAY OR SALES ACTIVITY
Any changes to sales or display activities should be approved by BACKERS through written notice seven (7) days before it is active. BACKERS retains the rights to sell the PRODUCT(S) on its online platform. BACKERS retains the right to terminate the service provided, not limited to if SUPPLIER’s demonstration setup affects BACKERS regular operations, or receive complains by third parties, mall operator, landlord and neighbour shops.
This AGREEMENT and any dispute or claim relating to it or its subject matter (including non-contractual claims) are governed by the laws of the Hong Kong Special Administrative Region and on acceptance of these terms, the parties submit to the jurisdiction of the courts of the Hong Kong Special Administrative Region.
Upon successful payment, SUPPLIER accepts the terms and conditions listed above.
26th February 2019