Wholesale Terms & Conditions
1. Nature of Relationship
1.1 This Agreement establishes a non-exclusive wholesale reseller relationship.
1.2 The Wholesaler operates as an independent business entity and is not an employee, agent, or partner of MedWave.
1.3 The Wholesaler is responsible for their own:
2. Appointment & Eligibility
2.1 The Wholesaler is appointed upon:
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Approval of application via MedWave’s website
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Signing of this Agreement
2.2 This Agreement remains valid only if the Wholesaler meets the minimum performance requirements set out in clause 11.
3. Wholesale Pricing & Commission Structure
3.1 The Wholesaler will receive MedWave’s standard selling price less 10% (ten percent), which becomes their authorised resale price.
3.2 The Wholesaler earns 10% (ten percent) commission calculated on this reduced selling price for every successfully closed deal.
Example (for clarity):
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Wholesaler Price = R310,500
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Commission (10%) = R31,050
3.3 Commission is payable only when:
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The client has paid in full
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The device has been delivered
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The sale is verified by MedWave
3.4 Commission is paid monthly in arrears.
3.5 No commission is payable on:
4. Sales & Pricing Rules
4.1 The Wholesaler must sell strictly at the approved MedWave wholesale-adjusted price.
4.2 The Wholesaler may not:
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Bundle unauthorised offers without written approval.
4.3 Any pricing violations may result in:
5. Sales Process & Deal Registration
5.1 All deals must be:
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Approved before closing (if required)
5.2 MedWave reserves the right to:
6. Payment Flow
6.1 All client payments must be made directly to MedWave unless otherwise agreed.
6.2 MedWave remains the contracting party with the end client.
6.3 Commission is paid only after:
7) Shipping, Risk & Logistics
7.1 Domestic (South Africa)
For all deliveries within the Republic of South Africa:
a) MedWave will arrange and manage shipping and delivery to the end client unless otherwise agreed;
b) Risk shall remain with MedWave until the product is delivered to the Client’s premises;
c) MedWave will be responsible for:
d) Once delivery is completed and signed for, all risk transfers to the end client.
7.2 International / Cross-Border Sales
For all deliveries outside South Africa:
a) All shipping, customs, import duties, taxes, and logistics costs are borne by:
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The end client (as agreed per deal);
b) Risk transfers to the Wholesaler upon dispatch from MedWave premises or handover to the shipping provider;
c) MedWave is not responsible for:
7.3 General Limitations
MedWave shall not be liable for:
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Delays caused by third-party couriers
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Incorrect delivery details supplied by the Wholesaler or client
8. Wholesaler Responsibilities
The Wholesaler agrees to:
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Market MedWave products professionally
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Use only approved claims and messaging
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Represent the brand accurately
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Maintain ethical sales practices
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Protect confidential information
9. Intellectual Property
9.1 All systems, funnels, content, and processes remain the property of MedWave.
9.2 The Wholesaler may not:
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Use outside this Agreement
10. Non-Compete
10.1 The Wholesaler may not promote or sell competing:
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Red light therapy devices
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Shockwave devices without written approval.
11. Minimum Performance Requirement
11.1 This Agreement remains valid and active only if the Wholesaler sells a minimum of 4 (four) devices per calendar year.
11.2 Failure to meet this minimum requirement may result in:
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Suspension of wholesaler status
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Removal of pricing privileges
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Termination of this Agreement
12. Refunds & Commission Protection
12.1 No commission is payable on refunded deals.
12.2 If a refund occurs after commission has been paid:
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MedWave reserves the right to:
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Deduct the commission from future payouts; OR
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Require repayment of commission
12.3 Commission is therefore considered conditional until the guarantee period has lapsed.
13. Term & Termination
13.1 This Agreement is valid for 12 months.
13.2 Either party may terminate with 30 days’ written notice.
13.3 MedWave may terminate immediately for:
14. Limitation of Liability
14.1 MedWave shall not be liable for:
14.2 Maximum liability is limited to commissions earned.
15. Governing Law
This Agreement is governed by the laws of the Republic of South Africa.
16. Entire Agreement
This Agreement constitutes the full agreement between the parties.
