Reseller Terms & Conditions

OPERATIVE PROVISONS

 

1. APPOINTMENT

 

• The Supplier appoints the Retailer as an authorised reseller with specific authority to act as an Authorised Retailer and grants the Reseller a licence to market, distribute and sell the Products under the Intellectual Property in the Territory.

 

• The Reseller shall supply the Products only through the Authorised Channels and through its business brandes and shall not sell any Products in any other manner.

 

• If the Reseller agrees not to use the Brand Names and/or the Product names in their trading names or as Key Words for online promotions with Google Adwords and Pay-Per-Click or sell to other distributors or end-users or through any additional sales channels, physical location or website url without the Supplier’s written Consent.

 

• The Reseller agrees not to copy the Products or to manufacture its own versions of the Products or to purchase apparent copies or clones of the Products nor shall the Reseller authorise any third party to do so.

 

• The Reseller shall not sell any Product or vouchers for products through Amazon, eBay, Groupon, Wowcher or any other third party platform.

 

• The Reseller shall not during the Contract Period sell or distribute to any trade seller or other reseller any Products without imposing on the customer similar terms as contained in this agreement so far as is necessary to protect the integrity of the Product and the Brand Names.

 

• The Reseller shall not during the Contract Period act as or represent itself as an agent of the Supplier or give any condition, promise or warranty on the Supplier’s behalf or make any representation on the Supplier’s behalf or attempt to commit the Supplier to any sales contract or other legally binding agreement.

 

• The Reseller shall not promote the Products to distributors, resellers or end-users outside Territory.

 

• The Reseller must not advertise Products to customers or potential customers with the intent of promoting a fake product resembling a Product or a competing product to a potential customer which makes an enquiry.

 

• In relation to to medical devices, the Reseller must keep full details of of and serial numbers in event of product recall by the manufacturer, the Reseller must supply this information.

 

2. PRODUCT ORDER, VOLUMES, DISCONTINUANCE AND CHANGES IN SPECIFICATION.

 

• All sales of Products to the Reseller are on the standard terms and conditions of the Supplier provided to the Reseller from time to time.

 

• The Supplier undertakes to use all reasonable endeavours to meet all orders for the Products placed by the Reseller in accordance with the Supplier’s terms of sale.

 

• The Supplier may give not less than one month’s notice at any time in order to vary the identity of the Products so as to add new Products or exclude existing Products or to change the specification of the Products and the Supplier shall give as much notice of changes to the Product specification as is reasonably practicable.

 

• Receipt of damaged Products must be notified by the Reseller to the Supplier within one week.  

 

• Returns policy is that the Reseller pays carriage unless the reason for return is due to the fault of the Supplier.

 

• The Supplier’s prices are subject to change by one month’s notice by email or in writing.

 

• The Reseller must pay for all orders in advance of despatch unless specifically agreed in writing by the Supplier.

 

3. ANTI-BRIBERY COMPLIANCE

 

• The Reseller shall (a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”); (b) comply with the Supplier’s ethics and bribery policy notified to it from time to time; (c) promptly report to the Seller any requests or demand for any undue financial or other advantage of any kind received by the Reseller in connection with the performance of this agreement or the sale of Products; (d) immediately notify the Supplier in writing if a foreign public official becomes an officer or employee of the Reseller or acquired a direct or indirect interest in the Reseller and the Reseller warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this agreement.

 

• The Reseller shall ensure that any person associated with the Reseller who is performing services or providing goods in connection with this agreement does so only on the basis of a written contract that imposes on and secures from such person terms equivalent to those imposed on the Reseller in this clause and the Reseller shall be responsible for the observance and performance by such persons of the terms of this clause and shall be directly liable to the Supplier for any breach by such persons of any of the terms of this clause.

 

• For the purposes of this clause the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with Section 7(2) of the Bribery Act 2010 and Section 6(5) and (6) and Section 8 of that Act respectively.  For the purposes of this clause, a person associated with the Reseller includes but is not limited to any agent, delegate or subcontractor of the Reseller.

 

4. INTELLECTUAL PROPERTY

 

• The Supplier grants to the Reseller the non-exclusive right in the Territory and in permitted channels to use the Brand Names and the Intellectual Property in the promotion, advertisement and use of the product subject to and for the duration of this agreement and the Reseller acknowledges and agrees all rights in the Intellectual Property shall remain with the Supplier and the Reseller has and will acquire no right in them by virtue of the discharge of its obligations under this agreement except for the right to use the Intellectual Property.

 

• No Intellectual Property or Brand Names or product names, may be included in the trading name of the Reseller or in any url or online ownership used by the Reseller.

 

• When the Products are sold under the Intellectual Property all packaging, containers and advertisements for the Products shall incorporate an acknowledgement of the Intellectual Property and their ownership.

 

• The Reseller shall comply with any rules for the use of the Intellectual Property issued by the Supplier including those set out in any Intellectual Property rules issued by the Supplier or the Manufacturer from time to time  and shall not, without the prior consent of the Supplier alter or make any addition to the labelling or packaging of the Products; and make any additional modification to the Products or to any advertising and promotional materials by the Supplier; or alter, deface or remove in any manner any reference to the Intellectual Property to the Supplier or any other name attached or affixed to the Products or their packaging or labelling.

 

• The Supplier makes no representation or warranty as to the validity or the enforceability of the Intellectual Property nor as to whether they infringe any intellectual property rights of third parties in the Territory.

 

• The Reseller shall not sub license, transfer or otherwise deal with the rights to use the Intellectual Property granted under this agreement.

 

• The Reseller shall not do or omit to so anything in the use of the Intellectual Property that could adversely affect their validity or reputation and shall promptly give notice in writing to the Supplier if it becomes aware of any infringement or suspected infringement of the Intellectual Property rights relating to the Products within the Territory of any claim that any product or the manufacture, use or sale or other disposal of any product within the Territory infringes the rights of any third party.

 

• The Reseller shall not at any time during the Contract Period or within one year after termination of this agreement use or register, in connection with any business similar to that of the Supplier, a word or symbol or a combination of the two similar to the Intellectual Property  or Key Words or the packaging of the Products.

 

5. INSURANCE

 

The Reseller must maintain comprehensive insurance in respect of its business including public liability cover of not less than £5m.

 

6. LIMITATION OF LIABILITY

 

The Supplier shall (except in the event of fraud or wilful act) have no liability for loss of profit and other indirect losses except where the liability arises from death or personal injury caused by negligence.

 

 

7. COMMENCEMENT, DURATION AND TERMINATION

 

• This agreement begins on the Commencement Date and shall continue for the Contract Period and indefinitely after that until terminated by either party giving at least three months prior written notice at any time.

 

• Without affecting any other rights that it may be entitled to, either party may give notice to the other terminating this agreement immediately if; (a) the other party fails to pay any amount due under this agreement on the due date and remains in default for not less than 14 days after being notified in writing to make such payment; (b) the other party commits a material breach of any term  of this agreement (other than failure to pay) and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; (c) the other party commits a significant breach of major terms of this agreement or repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; (d) the other party suspends or threatens to suspend its business or is unable to pay its debts as they fall due or goes into any form of insolvency or commences negotiations with any of its creditors with a view to rescheduling its debts or ceases to exist or a secured creditor appoints a receiver, administrator or other enforcement officer or insolvency practitioner over part or whole of its assets; (e)  the Reseller suffers a change of Control over its organisation.

 

8. CONSEQUENCES OF TERMINATION

 

• On termination or expiry of this agreement; (a) the Supplier shall have the option to buy from the Reseller any stocks of the Products at the same price which the Reseller paid for them or (if less) the market value of them and the Supplier must give notice to the Reseller of such exercise within 60 days after termination stating the quantity of Products it wishes to buy.  In that event the Reseller shall deliver such Products to the Supplier within 7 days of receiving the Supplier’s notice and the Supplier shall pay for the products within 14 days of their delivery.  The Reseller shall be responsible for the cost of packaging, insurance and delivery of the Products; (b) if the Supplier chooses not to exercise its option to buy back the Products under paragraph (a) above or only purchases part of the Reseller’s Products  the Reseller shall dispose of the remaining stocks of Products as reasonably directed by the Supplier within 60 days after the termination of this agreement.  At the end of this period the Reseller shall promptly return all remaining stock of the Products to the Supplier at its own expense or dispose of the stock as the Supplier direct; (c) the termination of this agreement shall not of itself make the Supplier liable to pay any compensation to the Reseller whether for loss of profits, goodwill or otherwise.  (d) the Reseller must immediately cease to use the Intellectual Property and/or Key Words relating to the Products and/or imitation of them.

 

• Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry including the right to claim damages in respect of any breach of the agreement which existed at or before such date but subject to that all other rights and licences of the Reseller under this agreement shall terminate on the Termination Date.

 

9. CONFIDENTIALIY

 

The information relating to the Products and the business of each party is strictly confidential and may not be shared with any other person (other than the party’s senior management and professional advisers) and, if any such information is improperly disclosed the disclosing party will indemnify the other against all loss, cost or expense suffered as a result.

 

10. FORCE MAJEURE

 

The Supplier’s obligations in this agreement shall, if a Force Majeure Event occurs be suspended for such period as is reasonable in relation to that Event.

 

11. ASSIGNMENT AND OTHER DEALINGS

 

This Agreement is personal to the Reseller and the benefit cannot be transferred, sublicensed or in any way dealt with for the benefit of another person.

 

12. SEVERANCE

 

If any provision of this agreement is or becomes invalid, illegal or unenforceable in any country or jurisdiction, it shall be deemed to be modified to the minimum effect necessary to make it valid, legal and enforceable in such country or jurisdiction.  If such modification is not possible the relevant provision or part provision shall be deemed deleted.  Any modification to or deletion of provision or part provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

 

13. NOTICES

 

All notices are to be served by recorded delivery or special delivery post at the registered office of the relevant party or such other address it has notified in writing to the other parties.

 

14. NO PARTNERSHIP OR AGENCY

 

• Nothing in this agreement is intended to or shall be deemed to establish any partnership or joint venture between any of the parties or to constitute any party the agent of another party or to authorise any party to make or enter into any commitments for or to or on behalf of any other party.

 

• Each party confirms it is acting on its own behalf and not as agent for the benefit of any other person.

 

 

15. GENERAL

 

This Agreement is governed by English Law and each party agrees to submit to the jurisdiction of the English Courts.