This Authorized Reseller Terms and Conditions (“Terms and Conditions”) is by and between Pilmico Foods Corporation (“Pilmico”) and the undersigned reseller (“Reseller”, “You”, or “Your”) (collectively referred to as “Parties” and individually as “Party”).

This is effective on the date the Terms and Conditions is accepted by Pilmico, after being agreed to by you (“Effective Date”).

By consenting to the terms provided herein, you agree to this Terms and Conditions and are deemed the “undersigned” by clicking the box below. This Terms and Conditions is effective until terminated by Pilmico.

1. Scope of Reseller Relationship
   • Appointment. This Terms and Conditions authorizes the Reseller to purchase Pilmico pet food products, namely: Woofy Bundle, Maxime Bundle or Maxime Elite Bundle (“Products”) as listed here (link to product page) as a non-exclusive reseller for the purpose of reselling the Products exclusively through online platforms. The Reseller shall be prohibited from buying Products from anyone other than Pilmico’s authorized Resellers. Nothing in this Terms and Conditions shall permit the Reseller from purchasing the Products directly from Pilmico
   • No Agency Relationship. Reseller shall not be deemed to be a legal representative or agent of Pilmico. Reseller is not authorized to incur obligations on behalf of or otherwise act in any manner in the name of or on behalf of Pilmico, or to make any promise, warranty or representation with respect to the Products. Nothing in this Terms and Conditions shall be construed so as to conclude that the Reseller is an employee, joint venture partner of Pilmico.
   • Third Party Products. Reseller may sell competing products of Pilmico but may not bundle the same with the Products.
   • Product Changes. Pilmico reserves the right at any time in its sole and absolute discretion and without any obligation, liability or advance notice to the Reseller to discontinue the sale of or limit the production of any Product, to terminate or limit deliveries of any Product, to alter the design or composition of any Product and to add new and additional products.
2. Orders and Payments. Orders for Products made by Reseller shall be handled by the authorized Reseller of Pilmico. Payments shall be made immediately to the authorized distributor in cash upon Reseller’s receipt of the Products. Orders shall shave a minimum order requirement of Ten Thousand Pesos (P10,000.00) per transaction. Reseller agrees to pay for the shipment cost of orders below the said amount. In case of loss or damage during transit, Reseller shall be liable for such loss incurred.
3. Manner of Sale. Reseller shall sell the Products only as set forth herein:
   • Authorized Customers. Reseller shall sell Products only to end consumers. An end consumer is a natural person or individual that purchases products solely for personal or household use.
   • Manner of Sale. Reseller shall sell, ship, promote the Products exclusively through online platforms. This Terms and Conditions shall automatically be terminated once Reseller sells the Products through physical stores and your account shall be automatically transferred to the Specialized Trade channel of Pilmico. Reseller shall abide by any pricing guidelines given by the authorized Reseller or Pilmico, such as the Products’ suggested retail price.
   • Marketing. Reseller shall use commercially reasonable efforts to market, promote and maximize sales of the Products. Digital marketing and use of Pilmico’s digital marketing materials shall be done only in Reseller’s registered platforms. Any marketing material of the Products created by the Reseller shall only be published or posted upon written approval by Pilmico.
   • Delivery. Reseller shall be responsible in handling the last mile delivery to the end consumer. Pilmico shall not be liable on any damages on the Products incurred during the delivery.
4. Product Care and Quality Controls. Reseller shall exercise due care in storing and handling the Products and shall store the Products in accordance with the guidelines provided. Reseller shall ensure that the Products are stored in proper storage space to avoid contamination.
5. Intellectual Property. Reseller acknowledges and agrees that Pilmico owns all proprietary rights in and to the Tommy, Maxime and Woofy brand, name, logo, service marks, copyrights, trademarks and other intellectual property related to Pilmico and/or Maxime, and Woofy. Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use these marks solely for purposes subject of marketing and selling the Products as set forth herein, subject to the provisions in Section 3.d. hereof. Reseller also agrees to report promptly all infringement or illegal uses of the said marks when Reseller becomes aware of such.
6. Term and Termination.
   • Term. Unless otherwise terminated earlier, the term of this Terms and Conditions shall be from the Effective Date until Reseller ceases purchasing any Products for three months from your last order, in which case the Terms and Conditions shall expire automatically without need of further notice.
   • Termination for Cause. This Terms and Conditions is subject to immediate termination by Pilmico at its option, with five (5) days prior written notice to Reseller, upon the occurrence of any material breach committed by the Reseller.
   • Effect of Termination or Expiration. Upon termination or Expiration of this Terms and Conditions, the Reseller shall immediately cease to be an authorized reseller of the Products. Any use of Pilmico’s intellectual property shall be prohibited and shall be considered as a violation of intellectual property laws. Pilmico shall not be liable for any complaints and claims of end-users in connection with the sale of the Products. Any outstanding obligation which the Reseller may have against Pilmico or its authorized Resellers shall be settled immediately, without further need of demand.
7. Indemnification
   • The Reseller shall indemnify and hold Pilmico free and harmless from and against any claim, suit, damage, liability, loss, cost or expense which the latter may incur, become responsible for, or pay as a result of any breach, contravention, or violation of this Terms and Conditions by the Reseller or as a result of any act, omission, fault, negligence, or lack of due diligence by the Reseller, its employees, personnel, or any of its agents or representatives.
   • The Reseller shall indemnify and hold Pilmico free and harmless from and against any claim, suit, damage, liability, loss, cost or expense which the latter may incur, become responsible for, or pay as a result of loss or damage to any third party’s property and/or death or injury to any person attributable to the terms of this Terms and Condition. In case the Reseller fails to defend Pilmico against any suit or claim arising from this Terms and Conditions, Pilmico has the right to engage its own counsel and defend itself against such suit or claim subject to the reimbursement of all costs, including attorney’s fees as a result of the Reseller’s failure to defend the Pilmico.
   • The Reseller agrees to indemnify, defend and hold Pilmico free and harmless from and against any and all liabilities, claims, damages, suits, judgments, costs and expenses which Pilmico may incur, become responsible for, or pay out as a result of (i) any claims by third parties based upon any representations or warranties in respect of the Products made solely by Reseller, (ii) any claims of unfair competition based upon the operations or selling practices of the Reseller in respect of the Products, or (iii) any claims resulting from the material breach by Reseller of its obligations hereunder.
8. Privacy Policy. The Reseller understands and agrees by agreeing to the terms, Pilmico shall collect and share personal information, including but not limited to name, address, and contact details to the authorized distributors. Resellers may check the Privacy Policy (link) for more information.
9. Confidentiality. Each party shall keep in strict confidence and shall not disclose to any third party any and all Confidential Information (as defined below) of the other party, which such party or its personnel may acquire by reason of this Terms and Conditions, except those which are generally known or available to the public or those which are required by law or regulation or order of a competent court to be disclosed.
10. Force Majeure. Force Majeure shall mean unavoidable causes beyond the control and without fault or negligence of a party, including but not restricted to, acts of God, war (whether declared or undeclared), acts of any government authorities, riots, revolutions, civil commotions, fires, strikes or labor disputes (which are widespread and not directed at the party claiming Force Majeure), acts of sabotage or epidemics; provided, that Force Majeure shall not include unforeseen difficulties in sales of Products, breach by the Reseller’s customers of contracts with the Reseller for the sale and purchase of Products, Reseller’s loss of inventory, or other analogous circumstances.
    • Should a case of Force Majeure prevent the total or partial performance required under this Terms and Conditions, the party claiming Force Majeure shall, promptly after such situation occurs, advise the other party of the existence and the expected cessation of such Force Majeure event immediately after obtaining knowledge thereof and shall furnish the other party with convincing evidence substantiating the occurrence and nature of the alleged contingencies, within one (1) week after the cessation of the Force Majeure event.
    • Neither party shall be entitled to any penalty, interest or any other compensation or damages for the delay and/or non-performance of the obligations of the other party due to Force Majeure.
    • In case the delay and/or non-performance of the obligations by either party exceeds thirty (30) Business Days due to Force Majeure, the other party shall be entitled to terminate this Terms and Conditions.
11. Miscellaneous Provisions.
    • Amendment. Except as specifically provided herein, this Terms and Conditions may not be amended or supplemented, nor any of the provisions hereof waived, except by an agreement in writing signed by the parties to this Terms and Conditions.
    • This Terms and Conditions shall bind and inure to the benefit of the respective successors-in-interest and assigns of the parties as permitted herein. Neither party may assign, transfer, mortgage, or change all or any part of its rights and obligations under this Terms and Conditions without prior written consent of the other party. Pilmico, however, may, without prior written consent of the Reseller, validly assign, transfer, or mortgage any and all of its rights and obligations under this Terms and Conditions to any of the Pilmico’s affiliates, subsidiaries, or parent companies. Any attempt to assign, delegate or otherwise transfer this Terms and Conditions in violation of this provision will be void.
    • If any term or provision of this Terms and Conditions shall be or become invalid under any applicable law, then the remainder of this Terms and Conditions shall not be affected thereby, and the remaining terms and provisions hereof shall remain in effect as if the invalid portion were not a part hereof.
    • This Terms and Conditions shall be governed and construed under the laws of the Philippines.
    • In case of any dispute, controversy, or dispute between the parties arising from or in relation to this Terms and Conditions, the same shall be settled and/or litigated in the proper courts of the City of Taguig to the exclusion of all other courts.
    • This Terms and Conditions is the complete and exclusive statement of the agreement between the parties and supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Terms and Conditions. In case of any conflict between the terms of this Terms and Conditions or any of its annexes and any other form or document used by the Parties, the terms of this Terms and Conditions and its annexes will prevail.
    • Both parties acknowledge and agree that they have fully read and understood the contents of this Terms and Conditions and the same shall be considered to have been jointly drafted.
    • Failure of either party to exercise a remedy or to insist in one or more instances with regards to the performance of any of the covenants of this Terms and Conditions shall not be construed as abandonment or cancellation or waiver of such covenant. No waiver by either party shall be deemed to have been made unless expressed in writing and signed by the waiving party.