AGREEMENT

 

between

 

Welle Pty Ltd (ACN 164 104 107) (trading as ‘WelleCo’)

of 10-20 Gwynne Street, Cremorne, Vic, Australia 3121

“SUPPLIER”

 

and

 

[(Wholesaler’s Name (ACN XXX) (trading as XXX)] of

(Wholesaler’s address)

“DISTRIBUTOR”

 

Preamble

 

SUPPLIER is a manufacturer, distributor and retailer of several products under the WelleCo brand (for example The Super Elixir and Nourishing Protein) and sells these products worldwide.

 

DISTRIBUTOR is a (online/brick and mortar/skin clinic/health food store), which covers the geographic area of Australia (collectively the “TERRITORY”).

 

SUPPLIER and DISTRIBUTOR agree hereby to the following terms and conditions, including, but not limited to, the attached Schedules.

 

SUPPLIER will supply DISTRIBUTOR with some of its products (the “Products”) as set out in this DISTRIBUTION AGREEMENT (“AGREEMENT”) in “SCHEDULE A” (as may be updated in writing between SUPPLIER and DISTRIBUTOR from time to time), for sale in the TERRITORY in accordance with the terms in this AGREEMENT. SUPPLIER and DISTRIBUTOR are each referred to herein as a “Party” and, collectively, as the “Parties.”

 

 

Distribution Channels

 

DISTRIBUTOR will sell the Products within the following locations:

Online: retailer’s website

Store Name: store/clinic address

 

 

DISTRIBUTOR will notify SUPPLIER in writing in advance of any proposed changes to the locations or the addition of a location/s, no later than 10 business days prior to such change or addition. Such changed and/or additional locations may be only within the TERRITORY, unless SUPPLIER approves otherwise in writing in advance.  SUPPLIER may withhold such approval in its absolute discretion. DISTRIBUTOR will not be entitled to exclusivity, and DISTRIBUTOR acknowledges that both SUPPLIER and other entities with whom SUPPLIER conducts business (such as e-tailers) are and will always be selling SUPPLIER products online and otherwise globally, including (but not limited to) within the TERRITORY.  DISTRIBUTOR undertakes not to sell (whether in the TERRITORY or otherwise) any of SUPPLIER’s products other than the Products acquired directly from SUPPLIER pursuant to this AGREEMENT.

 

 

ONLINE:

DISTRIBUTOR may sell the Products online during the term of this AGREEMENT, but only from domains the name for which is owned by DISTRIBUTOR (such domain names (“DISTRIBUTOR’S Domain Names”)).  DISTRIBUTOR must notify the SUPPLIER in writing promptly once each DISTRIBUTOR’S Domain Name has been created and registered, each of which must represent an independent brand and homepage and exclude the names ‘Super Elixir’, ‘Welle’, ‘WelleCo’ and ‘Elle Macpherson’ and any name and/or word that may be similar to any of these or to any other brands or trademarks used by SUPPLIER from time to time or which may mislead a customer of DISTRIBUTOR to thinking that they are dealing directly with SUPPLIER).  Each of the DISTRIBUTOR’S Domain Names (and the websites operated from such domains) must be in English, recognise the premium positioning of the Products and not be misleading or deceptive, offensive or breach the intellectual property rights of any person. DISTRIBUTOR may not sell the Products online under any other domain name, including (but not limited to) SUPPLIER’s domain names, without SUPPLIER’s prior written consent.

 

DISTRIBUTOR agrees not to bid on any paid search keywords and terms in Google Adwords, Google Shopping, Bing or Yahoo Search Engine Management platforms in any region globally that compete with and or are trademarked by “the company,” including product names. This includes, but is not limited to ‘SUPER ELIXIR’, ‘WELLECO’, ‘ELLE MACPHERSON,’ ‘ALKALISING FORMULA’ ‘NOURISHING PROTEIN’, ‘SLEEP WELLE’.

 

Intellectual Property

 

All intellectual property rights (including, without limitation, all moral rights, copyright, trademarks and patents) in the SUPPLIER domain names, including (but not limited to) ‘Welleco.com.ch’, ‘wellco.com.de’, and ‘Welleco.com.at’, ‘thesuperelixir.com.ch’, ‘thesuperelixir.com.de’, ‘thesuperelixir.com.at’, ‘superelixir.com.ch’, ‘superelixir.com.de’, ‘superelixir.com.at’, and any other domain name including (but not limited to) ‘WelleCo’, and/or ‘thesuperelixir’, and/or ‘superelixir’, and all SUPPLIER brands, logos, layouts, photos and products and images and likenesses of such products and Elle Macpherson (e.g. The Super Elixir and Nourishing Protein) (collectively “SUPPLIER ASSETS”) are owned exclusively by SUPPLIER and remain the property of SUPPLIER and may not be used or registered by DISTRIBUTOR or any of its affiliates or subsidiaries.  DISTRIBUTOR must ensure that its affiliates and subsidiaries comply with this restriction.

 

DISTRIBUTOR acknowledges that all copyrights, trademarks, patents, SUPPLIER ASSETS, and other intellectual property rights to works or marks arising from or in connection with DISTRIBUTOR’s services under this AGREEMENT (other than DISTRIBUTOR’S Domain Names) are SUPPLIER’s sole and exclusive property.  DISTRIBUTOR must not assert any such rights in respect of SUPPLIER’s intellectual property or SUPPLIER ASSETS. 

 

Any intellectual property right arising out of or in connection with the use by DISTRIBUTOR of any of SUPPLIER ASSETS will inure solely and exclusively to the ownership of SUPPLIER.  DISTRIBUTOR must not place on any Product or any packaging of any Product any brand, logo, trademark or other marking that has not been approved in writing in advance by SUPPLIER (such approval to be at SUPPLIER’S sole discretion).

 

DISTRIBUTOR must not make any representation, warranty or marketing claim or use any point-of-sale display or product description referring to any Product or any SUPPLIER ASSET unless it has been reviewed and approved by SUPPLIER, which approval will not be unreasonably withheld.

 

DISTRIBUTOR must not bid on any paid search keywords and terms that are trademarked by SUPPLIER (including names of SUPPLIER’S products) and any term or phrase that is similar to the product names or trademarks of SUPPLIER in any Search Engine Management platforms (including but not limited to all platforms of Google, Yahoo or Bing). This includes, but is not limited to ‘SUPER ELIXIR’, ‘WELLECO’, ‘ELLE MACPHERSON,’ ‘NOURISHING PROTEIN’, ‘SLEEP WELLE’.

 

Authorisation

 

DISTRIBUTOR may only use SUPPLIER ASSETS in the TERRITORY with prior written permission from SUPPLIER for each usage.

 

 

Authorisation to use any intellectual property including (but not limited to) the SUPPLIER ASSETS may be withdrawn by the authorising Party at any time for reasonable grounds (including, but without limitation, as a result of any public objection or adverse effect on image or good will or as a result of a breach of this AGREEMENT). 

 

No Agency

 

Nothing in this AGREEMENT shall be interpreted as giving to either Party the position of representative or agent of the other for whatever reason, or as making either Party in any way an affiliate of the other.

 

No Party shall have any authority to create or assume in the name or on behalf of the other any obligation, express or implied, or to act or purport to act as agent or legally empowered representative of such other Party for any purpose whatsoever. Neither Party shall incur any liability concerning the propositions, guarantees or agreements made by the other to or with third parties.

 

Pricing

 

SUPPLIER will sell Products to DISTRIBUTOR at the prices specified in the SUPPLIER’s retail pricelist as maintained from time to time by SUPPLIER (‘PRICE LIST’) (which at the date of this AGREEMENT is set out in SCHEDULE A to this AGREEMENT), subject to any discount agreed with DISTRIBUTOR pursuant to this AGREEMENT. 

 

SUPPLIER will provide recommended retail prices (“RRP”) for each of the Products.  The RRP will be included in the PRICE LIST. Due to the volatile nature of supplier costs, foreign exchange and other economic factors, SUPPLIER reserves the right to increase or decrease the RRP and the prices at which it sells Products to DISTRIBUTOR, at its sole discretion by notifying DISTRIBUTOR in writing.

 

 

 

 

 

Discount

 

Notwithstanding that SUPPLIER has agreed to sell PRODUCTS to DISTRIBUTOR under this AGREEMENT at the prices specified in the PRICE LIST, SUPPLIER will discount those prices for DISTRIBUTOR by the following percentage.

 

Agreed Discount Percentage:  40%

 

GST

 

Unless expressly stated otherwise in this Agreement, all amounts payable or consideration to be provided under this Agreement are exclusive of GST.  If a party (‘supplier’) is required to pay GST in respect of a supply made under or in connection with (including by reason of a breach of) this Agreement, the recipient of the supply must (in addition to any other payment for, or in connection with, the supply) pay to the supplier an amount equal to such GST (‘GST gross-up’) at the same time as the price is payable for the supply and subject to receipt of a tax invoice for the supply.  Terms used in this Agreement which are defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the meanings given to them in that Act.

 

Orders

 

Orders are considered accepted if the SUPPLIER does not inform DISTRIBUTOR of its objection within seven (7) working days after receipt of the Order. In case of objection, SUPPLIER and DISTRIBUTOR shall together consider the possibility of correcting the Order and the ways to solve the objections.

 

“Delivery” means, in respect of the Products, its contractor, agent or representative from SUPPLIER’S WAREHOUSE, to the receipt of the relevant Products at the DISTRIBUTOR’S nominated delivery address.

 

The SUPPLIER will ship the good to the DISTRIBUTORS nominated (single) address located on the continental mainland matching to the SUPPLIERS warehouse. A $55 flat rate delivery fee will be charged per order delivered to the DISTRIBUTORS nominated (single) address located on the continental mainland matching to the SUPPLIERS warehouse. Any destination outside this area or other remote destinations, as determined solely by the SUPPLIER, will incur specific delivery costs to be agreed separately between the SUPPLIER and DISTRIBUTOR

 

Minimum order quantity (MOQ) is individual units and $500 AUD for the first order place. There is no minimum MOQ of unit qty for subsequent orders, however a $50 small order processing fee will be charged if orders fall under $500 minimum. 

 

DISTRIBUTOR must inspect the Products immediately upon Delivery to verify that they conform both in quantity and packaging to the invoice. Any non-compliance in quantity or packaging or defects in the Products must be notified to SUPPLIER within 48 hours of Delivery. SUPPLIER will replace defective Products free of charge, provided that the defects arise from a design or manufacturing fault, failure to meet agreed or mandated standards for the Product or otherwise failure to comply with a Consumer Guarantee within the meaning of the Australian Consumer Law. There are no returns for expired stock.

 

Payment for Orders

 

Unless agreed otherwise by SUPPLIER in writing with DISTRIBUTOR, all orders will be on upfront payment terms via credit card through online business portal.

 

Product Liability

 

DISTRIBUTOR will only sell Products in good condition and which comply with agreed, legislated or compulsory standards. If DISTRIBUTOR becomes aware that a specific lot or lots of Products are no longer in a good condition or have become non-compliant with agreed, legislated or compulsory standards, DISTRIBUTOR must immediately notify the SUPPLIER and withdraw such lot or lots from sale.  DISTRIBUTOR will be responsible for all costs and expenses relating to the withdrawal, save to the extent that the default or negligence of SUPPLIER has caused the Products to no longer be fit for sale.

 

SUPPLIER warrants (“SUPPLIER PRODUCT WARRANTY”) that each Product at the time of Delivery will:

• comply with the Consumer Guarantees pursuant to the Australian Consumer Law;
• comply with all agreed and legislated or compulsory standards;
• conform to the product description on the packaging of such Product on SUPPLIER’S website;
• if applicable, remain in a good condition for sale for the stated shelf-life of the Product;
• comply with all applicable laws and regulations governing sale of such Product in the TERRITORY; and
• inclusive of its packaging, not infringe the intellectual property rights of any third party.

 

To the greatest extent permitted by law SUPPLIER disclaims any and all other guarantees and warranties of any and all kinds, including, but not limited to any implied warranty and any warranty of fitness for any particular purpose (but does not exclude, for the avoidance of doubt, any Consumer Guarantee arising pursuant to the Australian Consumer Law to the extent that to do so would contravene any law).  SUPPLIER shall be liable for and shall indemnify DISTRIBUTOR against all damages directly suffered by DISTRIBUTOR by reason of any action or claim relating to the SUPPLIER PRODUCT WARRANTY not being accurate at the time of Delivery, except to the extent the damages are due to DISTRIBUTOR's negligence or actions and provided that DISTRIBUTOR complies with the conditions below.

 

DISTRIBUTOR must immediately (within 24 hours) inform SUPPLIER if DISTRIBUTOR becomes aware of a third party complaint or a consumer or product safety issue in relation to the Products, including but not limited to any illness or injury arising from the use or foreseeable misuse of the Products.

 

SUPPLIER shall, in its sole discretion, conduct any defence to a third party claim or respond to any complaint in relation to the Products (to the exclusion of the DISTRIBUTOR). DISTRIBUTOR shall promptly provide all information, documents and other cooperation requested by SUPPLIER in relation to a third party claim or complaint.

 

Storage and Inventory Conditions

 

DISTRIBUTOR undertakes to comply during the whole duration of this AGREEMENT with the recommended storage specifications for the Products in this AGREEMENT and otherwise notified by SUPPLIER to DISTRIBUTOR from time to time. As a minimum requirement, DISTRIBUTOR shall:

• Ensure that the Products are stored and transported in dry, ambient, hygienic and well-ventilated conditions;
• Ensure that the Products are neither stored nor transported with other products which may emit pollutive or foul smells or which may otherwise affect the condition of the Products in any way.

 

During the whole term of this AGREEMENT, DISTRIBUTOR undertakes to have all necessary facilities to store the Products. The Products shall be stored in a dry and aired facility, protected from direct light. Storage facilities shall be designed to ensure proper preservation of the Products and to protect the Products against all risks of falsification or alteration. SUPPLIER shall have free access to inspect DISTRIBUTOR’s storage facilities, upon reasonable notice and during normal business hours, in order to verify Product storage conditions.

 

Where the quality of any Products is affected as a result of DISTRIBUTOR's negligent storage or handling (or storage or handling not in accordance with the terms of this AGREEMENT), DISTRIBUTOR shall, upon request of the SUPPLIER and in accordance with its instructions, destroy those Products at DISTRIBUTOR's cost.

 

All costs and risks relating to the storage of the Products after Delivery shall be borne solely by DISTRIBUTOR.

 

DISTRIBUTOR undertakes to have a stock of Products in proper saleable condition and in sufficient quantity to meet its customers' requirements. DISTRIBUTOR will use reasonable endeavours to ensure the quantity of available stock shall at any time enable DISTRIBUTOR to reach the level of sales it reasonably expects to make in the coming calendar month.

 

Premium Products, Packaging and Packing

 

SUPPLIER’s Products have a premium market position and reputation. DISTRIBUTOR will manage and promote the Products consistent with their premium market placement.  All advertising, promotion and sale of the Products must be consistent with the premium nature of the Products and DISTRIBUTOR will take no actions which in any way diminishes the market placement and reputation of the Products as premium Products.

 

DISTRIBUTOR undertakes to use only packaging or packing supplied or approved by SUPPLIER according to the conditions and procedures stipulated by SUPPLIER from time to time. Unless expressly agreed beforehand by SUPPLIER, DISTRIBUTOR undertakes not to modify the labels, packaging and packing of the Products. DISTRIBUTOR agrees to present the products for sale in accordance with SUPPLIER’s visual merchandising standards supplied to DISTRIBUTOR in writing from time to time.

 

Contract Termination

 

This AGREEMENT may be terminated by either Party giving 30 days’ written notice to the other Party.

 

SUPPLIER may suspend performance of, or cancel, or suspend and then at any subsequent time cancel, any Order or this AGREEMENT, without any liability to DISTRIBUTOR, if either:

• DISTRIBUTOR breaches any term of this AGREEMENT and, after notice in writing from SUPPLIER requiring the remedy of such breach within a period of time that is no shorter than 5 business days, fails to remedy that breach; or
• by immediate notice in writing to DISTRIBUTOR if DISTRIBUTOR makes any voluntary arrangement with its creditors, being an individual or firm become bankrupt, being a company becomes subject to an administration order or goes into liquidation, any third party takes possession of, or enforces rights over, any of DISTRIBUTOR’S property or assets under any form of security, stops or threatens to stop carrying on business (or suffers any process equivalent to any of these in any jurisdiction or SUPPLIER reasonably believes that any of these events is about to occur and notifies DISTRIBUTOR accordingly).

 

Variation of Agreement

 

The Parties may vary this AGREEMENT at any time by agreement in writing.

 

SUPPLIER may vary this AGREEMENT by giving DISTRIBUTOR reasonable notice in writing (‘Variation Notice’) provided that:

 

• the variation is reasonable in the circumstances having regard to, without limitation, the benefits, costs and risks (if any) for the Parties; or
• the variation is necessary in order for either Party to comply with any relevant law.

 

The Variation Notice must set out:

• the terms of the variation;
• SUPPLIER’s reasons for making the variation; and
• the date the variation will take effect.

 

Obligations on termination

 

In the event of termination of this AGREEMENT for any reason, DISTRIBUTOR may sell the Products in its possession within 3 (three) months from termination of the AGREEMENT, subject in all cases to DISTRIBUTOR continuing to comply with its obligations under this AGREEMENT.  DISTRIBUTOR will dispose of all Products remaining in DISTRIBUTOR’s possession on the expiration of the 3 months from termination of the AGREEMENT in accordance with all applicable laws, and ensuring that no containers and/or packaging may be reused.

 

Upon the expiration of 3 months after termination of the AGREEMENT, DISTRIBUTOR shall deliver to SUPPLIER a written document certifying that all Products in DISTRIBUTOR’s possession or control at the date of termination of this AGREEMENT have been sold or disposed of in accordance with the terms of this AGREEMENT.

 

Confidential Information – Non-Disclosure

 

Confidential Information acquired by DISTRIBUTOR from SUPPLIER as a consequence of or in the performance of this AGREEMENT is the exclusive property of SUPPLIER.

“Confidential Information” includes, without limitation:

• all data and information in tangible or intangible form relating to the business of SUPPLIER, including, without limitation, financial information, formulations, customer or supplier lists, processes, ideas to which access is obtained by DISTRIBUTOR;
• any data or information which is noted as confidential, or DISTRIBUTOR or its personnel ought reasonably to know to be confidential; and
• any information that has been disclosed by a third party to SUPPLIER and governed by a non-disclosure agreement entered into between the third party and SUPPLIER. 

Confidential Information will not include information that:

1. is generally known in the industry of SUPPLIER;
2. is now or subsequently becomes generally available to the public through no wrongful act of DISTRIBUTOR;
3. DISTRIBUTOR rightfully had in their possession prior to the disclosure to DISTRIBUTOR by SUPPLIER, the burden being on DISTRIBUTOR to establish this through documentation;
4. is independently created by DISTRIBUTOR without direct or indirect use of the Confidential Information, the burden being on DISTRIBUTOR to establish this through documentation.

 

DISTRIBUTOR must not disclose the Confidential Information. The Confidential Information will at all times remain the exclusive property of SUPPLIER and will only be used by DISTRIBUTOR for the permitted purpose of selling, promoting and distributing PRODUCTS in the TERRITORY during the term of this AGREEMENT (“PERMITTED PURPOSE”). 

DISTRIBUTOR will not use the Confidential Information for any purpose other than the PERMITTED PURPOSE nor for any purpose that might be directly or indirectly detrimental to SUPPLIER or any of its affiliates or subsidiaries. DISTRIBUTOR must implement reasonable policies and procedures to maintain confidentiality of SUPPLIER’S confidential information.

The obligations to ensure and prevent the disclosure of the Confidential Information imposed on DISTRIBUTOR in this AGREEMENT and any obligations to provide notice under this AGREEMENT will survive the expiration or termination, as the case may be, of this AGREEMENT and will continue for a period of two (2) years from the date of such expiration or termination (or in the case of Confidential Information in the nature of a trade secret, for so long as that remains a trade secret otherwise than as a result of DISTRIBUTOR’S breach of an obligation of confidentiality).

DISTRIBUTOR acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of SUPPLIER.  Accordingly, DISTRIBUTOR agrees and acknowledges that DISTRIBUTOR will have no interest in the Confidential Information. DISTRIBUTOR hereby waives any moral rights that DISTRIBUTOR may have with respect to the Confidential Information.

DISTRIBUTOR agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this AGREEMENT cannot be reasonably or adequately compensated for in money damages and could cause irreparable injury to SUPPLIER. 

DISTRIBUTOR agrees that SUPPLIER is entitled to, in addition to all other rights and remedies available to it at law and in equity, an injunction restraining DISTRIBUTOR from directly or indirectly committing or engaging in any act restricted by this AGREEMENT in relation to the Confidential Information. Nothing contained in this AGREEMENT shall be construed as granting or conferring, whether by sale, license or otherwise, to DISTRIBUTOR any right, title or interest in any Confidential Information disclosed, nor in any of the patents, trademarks or copyrights of the SUPPLIER.

 

Governing Law & Jurisdiction

 

This AGREEMENT is governed by and construed in accordance with the laws of Victoria and the Parties submit themselves to the non-exclusive jurisdiction of the courts in Melbourne, Victoria.

 

Hold Harmless & Indemnity

 

DISTRIBUTOR holds SUPPLIER harmless from any actions, claims, liability or loss in respect of the performance of the services rendered under this AGREEMENT. DISTRIBUTOR indemnifies SUPPLIER against all loss, damages, claims, liability, expenses, payments or outgoings incurred by or awarded against SUPPLIER arising directly or indirectly from any breach by DISTRIBUTOR of this AGREEMENT, and from any act or omission of DISTRIBUTOR (including but not limited to any negligence, unlawful conduct or wilful conduct) by DISTRIBUTOR relating to this AGREEMENT, or arising as a consequence of the performance or non-performance of the services to be rendered by DISTRIBUTOR pursuant to this AGREEMENT.

 

Liability and insurance

 

DISTRIBUTOR shall be liable to SUPPLIER for any and all losses, costs damages or liability of whatever nature incurred by SUPPLIER as a consequence of DISTRIBUTOR's wilful misconduct, negligence, or breach of any provision of this AGREEMENT. DISTRIBUTOR agrees that SUPPLIER can always recover such losses, costs or damages directly from DISTRIBUTOR under this AGREEMENT.

 

DISTRIBUTOR undertakes to take out and maintain throughout the term of the AGREEMENT a general civil liability insurance, in an amount of not less than $20 million per claim, and covering all risks or damages to SUPPLIER and to third Parties, and consumers as a consequence of DISTRIBUTOR's action and/or negligence or breach of this AGREEMENT. Upon request by SUPPLIER, DISTRIBUTOR shall show written proof of its insurance policy to cover these risks, together with the payment of the corresponding premiums.

 

Neither Party shall in any event be responsible for the other Party's acts and/or negligence.

 

 

 

Disputes

 

Where a dispute arises under this AGREEMENT, the Parties agree to seek to resolve the dispute promptly in accordance with the following dispute resolution process:

 

• Any Party may give the other Party written notice of any dispute not resolved in the normal course of business (‘Dispute Notice’).

 

• Within 15 (fifteen) days after delivery of a Dispute Notice, the receiving party shall submit a written response to the other Party (‘Dispute Response’).

 

• The Dispute Notice and Dispute Response shall be in English and shall include:
• a statement of the Party's position giving reasonable detail of the relevant facts and documents relied upon;
• a summary of arguments supporting that position;
• the name and title of the executive who will represent that Party and of any other person who will accompany the executive.

 

• Within 30 days after delivery of the Dispute Notice, the executives of both Parties shall have a telephone- or video-conference, at a mutually agreeable time (‘First Conference’). The First Conference will be conducted on a without prejudice basis.

 

• At no time prior to the First Conference shall either side initiate mediation, arbitration or litigation related to this AGREEMENT except to pursue a provisional remedy that is authorised by law or by agreement of the parties.

 

• Unless otherwise agreed in writing by the negotiating Parties, the First Conference shall end at the close of the telephone or video conference. 

 

• If the matter is not resolved following the First Conference, then the Parties shall endeavour to settle any dispute arising out of or relating to this AGREEMENT, including with regard to its existence, validity or termination, by mediation conducted in English and administered by the Australian Disputes Centre (“ADC”).

 

• The mediation shall be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at the time the dispute is referred to ADC (“GUIDELINES”). The terms of the GUIDELINES are hereby deemed incorporated into this AGREEMENT. In the event that the dispute has not settled within twenty-eight (28) days following referral to ADC, or such other period as agreed to in writing between the Parties, the dispute resolution process will be terminated and the parties may pursue any further dispute resolution process including but not limited to litigation, arbitration or other proceeding involving the Parties.

 

This clause shall survive termination of this AGREEMENT. Notwithstanding the existence of a dispute each Party shall continue to perform the AGREEMENT.

 

 

Compliance

DISTRIBUTOR shall comply with all applicable laws, regulations and industry standards (compulsory and voluntary) relating to the subject matter of this AGREEMENT and the Products. DISTRIBUTOR will, at all times, conduct its activities so as not to adversely affect any property or rights of SUPPLIER, and in compliance with all laws and regulations applicable, including but not limited to unfair competition, antitrust, advertising, health and consumer laws.

SUPPLIER will provide all relevant information to DISTRIBUTOR, to comply with all laws and regulations, as required, excluding the formulas of each Product.

 

Assignment

 

DISTRIBUTOR’s rights arising out of or under this deed are not assignable or transferable to any other entity without SUPPLIER’s prior written consent (which must not be unreasonably withheld).

 

DISTRIBUTOR must not make any representations or warranties to any prospective assignee, successor or buyer of the DISTRIBUTOR’s business to the effect that this AGREEMENT will continue or that SUPPLIER will continue to sell the Products to DISTRIBUTOR if DISTRIBUTOR sells or agrees to sell DISTRIBUTOR’s business.

 

Counterparts

 

This AGREEMENT may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.  A signed counterpart may be exchanged or delivered by facsimile or by PDF attachment to an email transmission.

 

Severability

 

If any provision of this AGREEMENT is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of this AGREEMENT or affecting the validity or enforceability of that provision in any other jurisdiction, unless it materially alters the nature or terms of this AGREEMENT.

 

Notices

 

Any notices or delivery required in this AGREEMENT will be deemed to have been completed when:

1. hand delivered;
2. delivered by agent; or
3. sent by email to the designated email address of each party.

 

The address and email address for any notice to be delivered to any of the parties to this AGREEMENT is as follows:

 

1. SUPPLIER CORRESPONDENCE: PO Box 58, Richmond, Victoria 3121, Attention: CFO wholesale@welleco.com

 

1. DISTRIBUTOR: Business name, address, Attention: XXX, distributor email address

 

 

 

Entire Agreement

 

This AGREEMENT constitutes the entire agreement between the Parties and sets out a full statement of the rights and liabilities of the Parties. No previous negotiations between the Parties nor any document agreed or signed by them prior to the date of this AGREEMENT is of any contractual effect. 

 

This Agreement supersedes and applies to the exclusion of:

• any other pre-existing agreement between SUPPLIER and DISTRIBUTOR in respect of the same subject matter as this AGREEMENT; and
• DISTRIBUTOR’s purchase orders, invoice and/or other terms and conditions.

 

 

SIGNATURES

 

 

 

________________________                               ________________________                      

Duly Authorised Representative for Duly Authorised Representative for

SUPPLIER               DISTRIBUTOR

Welle Pty Ltd Distributor name

 

________________________                               ________________________                      

Date Date

 

 

DELIVERY ADDRESS FOR ORDERS

 

Distributor delivery address

 

DISTRIBUTOR shall provide SUPPLIER 7 days’ notice to SUPPLIER in the event of the delivery address changing.