Introduction

Brainiac Healthcare Private Limited is an Ahmedabad-based Medical Device Manufacturing Company focusing on Respiratory Care and Anaesthesia Care Products. All our products are designed with a strong emphasis on clinical relevance, reliability, ease of use, and cost-effectiveness for Indian healthcare settings.

The purpose of this document is to provide our authorised channel partner with a clear and transparent overview of our commercial terms, business model, and operational policies. This document is intended to set expectations upfront and ensure smooth, long-term collaboration.

Business Model

• We operate on Direct-to-Channel Partner Sales model.
• Channel partners are responsible for sales, demonstrations, local customer coordinations, and primary customer support.
• The company remains responsible for manufacturing, quality assurance, regulatory compliance, warranty support, and advanced technical assistance.
• Channel partners are non-exclusive by default, unless explicitly agreed in writing.

Channel Partner Qualification Criteria

• To maintain product quality, brand reputation, and effective market coverage, channel partner must meet the following eligibility criteria:
  • The channel partner must be an existing medical equipment business with a minimum of 3 years of experience in the healthcare market.
  • The channel partner must have an active business focus in ICU, OT, Anaesthesia, and Critical Care segments.
  • The channel partner must have the capability to provide on-site product demonstrations to hospitals, clinicians, and healthcare staff.
  • The channel partner must be a GST-registered business entity with all applicable statutory and tax compliances in place.

The company reserves the right to verify eligibility details, request supporting documentation, and approve, reject, or discontinue partnership based on compliance, performance, or business conduct.

Channel Partner Agreement & Onboarding

• The formal Channel Partner Agreement shall be executed only upon issuance of the first Purchase Order (PO).

• The PO must be accompanied by the applicable advance payment, as per the agreed commercial terms.

• No partnership rights, pricing, margins, or territorial understanding shall be deemed active until:

  • A valid PO is issued, and
  • The advance payment is received by the company.

  Any prior discussions, emails, purchases, or proposals shall be considered non-binding until the above conditions are fulfilled.

Pricing & Margins (Non-Negotiable)

• Channel Partner margins are pre-defined and non-negotiable.

• Pricing discipline is mandatory to protect brand value and market stability.

• Channel Partner margins are applicable only for orders of 5 units or more placed under standard terms.

• Any deviation from agreed pricing or discounting without written approval is not permitted.

• All prices are exclusive of applicable taxes unless stated otherwise.

Payment Terms

• The Company operates strictly on a Purchase Order (PO)–only basis.
• A valid and duly authorised Purchase Order is mandatory to initiate and confirm any order.
• To confirm the order, the channel partner must make a 30% advance payment along with submission of the PO.
• The remaining 70% balance payment must be completed prior to dispatch of the goods.
• No product shall be dispatched unless 100% of the payment has been received by the Company.
• No inventory or stock shall be reserved without receipt of both the PO and the advance payment.
• Orders cannot be cancelled once the PO and advance payment have been received by the Company.

Demo/Pilot Policy

• Channel Partner may choose to purchase a pilot unit upfront for business development purposes.
• The demo unit will be provided at a price of ₹52,500 (exclusive of GST) which includes,
  • 1 x RespiCOz Kit
  • Product & Clinical usage training
  • Troubleshooting & Service support
  • Company-generated leads from the channel partner’s operational area (where applicable)
• Purchase of a demo unit does not imply or grant authorisation as a channel partner.
• Demo units are strictly for demonstration and evaluation purposes and are not meant for resale.
• The demo unit price is fixed and non-negotiable under all circumstances.
• The demo unit is intended to be actively used for lead conversion within a 3-month evaluation period from the date of invoice.
• Buyback Assurance:
  • If the channel partner is unable to close a sale within 3 months using the demo unit, the company will buy back the demo unit for 20% to 50% of the original selling price, subject to:
    • The unit being returned in good working condition
    • No physical damage, misuse, or unauthorised modification
    • Completion of return formalities and inspection
  • The buyback amount will be settled as:
    • Credit note adjustment against future purchases, or
    • Refund, as decided by the company

Logistics & Delivery

• Dispatch will be initiated on the next working day after receipt of 100% payment.
• Delivery timelines are shared at the time of order confirmation.
• Freight charges are borne by the channel partner unless otherwise specified.
• Risk and responsibility transfer to the channel partner upon dispatch.
• In case of returns, reverse logistics is the responsibility of the channel partner unless the issue is due to manufacturing defect.

Warranty & After-Sales support

• All products are covered under a standard manufacturer warranty as specified for each product.
• Warranty covers manufacturing defects only.
• Warranty does not cover damage due to:
  • Mishandling
  • Improper installation
  • Unauthorised repairs or modifications
• After-sales support includes:
  • Remote technical support
  • Repair or replacement as per warranty terms
• Turnaround time depends on issue complexity and part availability.

Marketing & lead support

• The company may support channel partner through:
  • Marketing collaterals
  • Product training (Sales & Servicing)
  • Digital lead generation (where applicable)
• Leads generated by the company may be allocated based on territory, channel partner performance, and availability.
• channel partners are expected to:
  • Actively follow up on leads
  • Represent the brand accurately and ethically

Validity & Amendments

• This commercial document is valid until revised or withdrawn by the company.
• The company reserves the right to modify commercial terms, pricing, or policies with prior notice.
• Updated versions will supersede all previous communications.

Acceptance

• By placing a Purchase Order, the channel partner acknowledges that they have read, understood, and agreed to the commercial terms outlined in this document.