ForeverGreen Stockist Terms and Conditions

Transcription

1 ForeverGreen Stockist Terms and Conditions 1. Definitions: For the purposes of this document, the ForeverGreen Stockist Terms and Conditions (Agreement), unless the context otherwise requires or the Parties otherwise agree within the terms of this Agreement, the following words, terms and phrases shall have the meanings assigned to them respectively by this Section 1: 1.1. Business shall mean the promotion and sale of the Products by the Stockist and all related matters Cash Deposit shall mean cash deposited with the to the Company for Product Commencement Date shall mean the date this the ForeverGreen Stockist Agreement becomes effective between the Stockist and ForeverGreen Member shall mean independent contractor who enrolls in ForeverGreen as a consumer and distributor of the Products Minimal Performance shall be as described in Schedule 1 of the ForeverGreen Stockist Agreement Notice Period shall be one (1) month notice in writing Products As listed in Schedule 1 of the ForeverGreen Stockist Agreement Product Consignment holding a maximum inventory level of the Products which is equivalent to the amount of Deposit to the Company or an amount which the Company may vary from time to time for the sales of the Products Member Price the minimum price as determined by the Company from time to time for the sale of Products to the Stockist or Members Rights the non-exclusive Rights to carry on the Business for the Term in the Territory Territory As described in Schedule 1 of the ForeverGreen Stockist Agreement Term Six (6) months from the Commencement date. 2. GRANT AND RESERVATIONS 2.1. The Company grants to the Stockist the non-exclusive Rights Without prejudice to the remaining provisions of this Agreement the Company reserves the rights: to reject any sales order received from or through the Stockist; or, to vary the Member Price; or Page 1 of 12

2 to vary the Products either by making such changes on the design production or packaging of the Products as the Company shall think fit or by the withdrawal of the Products which the Company proposes to withdraw from its Product range or by the additions of the Product range of further products A condition precedent prior to the execution of this Agreement is that the Stockist provide to the Company a Cash Deposit of a minimum of Five Thousand US Dollars (USD $5,000) or an amount equal to the total Member Price value of the Product Consignment, whichever is more. Stockist will never be allowed to have more Product Consignment than the value of the Cash Deposit At no time shall the level of Product Consignment, which is based on the Member Price, exceed the amount of Cash Deposit The Cash Deposit shall not be treated as payment towards the Member Price of the Products obtained by the Stockist without the prior written consent of the Company. The Cash Deposit shall be refunded by the Company to the Stockist, without interest, on the termination of this Agreement less any monies owed to the Company as a result of the termination of or a breach of this Agreement. 3. THE COMPANY S OBLIGATIONS 3.1. Delivery Of Products Subject to the availability, and at the sole discretion of the Company, Company shall supply, the Stockist in the Territory with the Products in accordance with orders received by the Stockist which: are of merchantable quality; are at Member Price notified to the Stockist and as determined by the Company; are packed within a reasonable time, shipped to Stockist, the Stockist shall bear the cost of freight and the Company shall not be liable for any delay occasioned by any shortage or unavoidable circumstances in replenishing the Products; and are in accordance to the usual business of the Company enforced from time to time [Reserved] 3.3. Extension of Term The extension of Term shall be reviewed every six (6) months and any extension of the Term thereof shall be agreed by both parties in this Agreement in writing. Upon the aforesaid Agreement, the Company shall extend the Term for such further period on the date following the expiration of the Term provided that the Stockist: has properly observed and performed its obligation under this Agreement throughout the Term; has achieved the Minimum Performance throughout the Term; has not been served any notice rejecting such extension and such notice shall be served not later than thirty (30) days before the expiry of the Term; and Page 2 of 12

3 accepts that the terms of this Agreement shall apply to any extension of the Agreement under this clause or executes a new agreement on the Company s current terms at the expiry of this Agreement Terms of Payment The Company reserves the right to allow the Stockist to make payment to the Company in the following manner: All payments shall be strictly made by e-wallet, credit or debit card, online banking transfer or telegraphic transfer No payment by any third party of any form is acceptable by the company; Where payments are made by the modes stated in Clause the Stockist shall any bank transaction receipts with the Daily Order Delivery Report. All other modes of payments (except for credit or debit card) stated in Clause shall be made to: ForeverGreen International LLC 632 North 2000 West, #101 Lindon, Utah United States of America 3.5. The Stockist Fee will be paid directly to the Stockist by the 15 th day of each month. The payment will be for the prior month The Company hereby agrees to pay the Stockist a Stockist Fee as stated in Schedule The Company shall always be entitled to offset, from the Stockist, any monies due or owing by the Stockist to the Company under this Agreement The Stockist Fee, with written consent from the Company, maybe used to increase the Cash Deposit. 4. STOCKIST S OBLIGATIONS 4.1. Non-competing products and territory: Stockist shall not sell or promote directly or indirectly any goods which are similar to or in competition with the Products whether within the Territory or outside the Territory; and shall not sell directly or indirectly outside the Territory or to any person within the Territory knowing or having reason to believe that the said Products would be resold outside the Territory and/or serviced by the Company s other Members within the Territory Diligently To Promote At all times to diligently promote and procure sales of the Products throughout the Territory at the stipulated Member Price and to achieve the Minimum Performance No description as agent Page 3 of 12

4 Not to describe itself as an agent, partner, employee and/or representative of the Company except as expressly authorized by this Agreement and further understands that it is neither an agent, partner, employee and/or representative of the Company and clearly indicate that it is an Independent Stockist No pledge of credit Not to incur any liability on behalf of the Company or in any way pledge or purport to pledge the Company s credit or accept any order or make any contract binding upon the Company without the Company s prior written approval Good faith In all matters to act loyally and faithfully towards the Company Compliance To obey the Company s orders and instructions and in the absence of such orders or instructions in relation to any particular matter, to act in such manner as the Stockist ought reasonably to have considered to be most beneficial to the Company; and To conduct the Business in an orderly and business-like manner; and To conduct the Business in compliance with all laws and by-laws of a governmental nature applicable to the Business which is primarily an e-commerce business model; and, If the Stockist is also a Member of the Company, Stockist shall abide by all the terms of the Company s Policies and Procedures; and, To maintain a clean and conducive Stockist Center Disclosure On entering into this or any other agreement or transaction with the Company during the Term or any continuation of it to make full disclosure of all material circumstances and/or everything known to it respecting the subject matter of the relevant conduct or transaction which would be likely to influence the conduct of the Company including in particular the disclosure of other agencies in which the Stockist is interested directly or indirectly Pass on information To refer to the Company any inquiries from prospective customers or any other leads in relation to the Products or Business whether within or outside the Territory and the Stockist shall not be entitled to any remuneration as a result of such inquiries; To supply to the Company information which may come into its possession or which may assist the Company to sales or other dealings for the Business or in the Products; and To pass on any information to the Company which may prejudice the sales of the Products Protection of property Page 4 of 12

5 To affix such notices to the Products or their packaging or advertising associated with the Business as the Company may direct; and Not to tamper with the Products or packaging or labeling or name plates or other indication of the source of the origin of the Products which may be placed by the Company on the Products NON-COMPETITION & NON-DISCLOSURE Unless the Company otherwise consents, the Stockist hereby undertakes and covenants with the Company that during the Term or extension of the Term of this Agreement and for a period of six (6) months after the determination of the Term or extension of the Term of this Agreement or earlier termination of the Term by the Company for any reason whatsoever, the Stockist will not on its own behalf or on behalf of any person, firm or company directly or indirectly: 1. seek to procure business from any person, firm or company which has at any time during the six (6) months immediately preceding the determination of the Term or extension of Term of this Agreement or earlier termination of the Term contracted or dealt with the Company and/or its associated companies or is a Member, distributor, supplier, contractor of the Company unless it is for the benefit of the Company; and/or 2. entice or attempt to entice away from the Company any person who has at any time during the six (6) months immediately preceding the determination of the Term or extension of the Term of this Agreement or earlier termination of the Term been employed or engaged by the Company or is a Member or Stockist of the Company and/or its associated companies; and/or 3. Participate in, encourage, solicit, or facilitate in any way, changes in Members enrollment trees. 4. divulge any information about the Products or employees of the company past and/or present The Stockist shall not at any time after the determination of the Term or extension of the Term or earlier termination of the Term of this Agreement represent himself as being in any way connected with or interested in the Company The Stockist acknowledges that in the course of the Stockist s appointment by the Company, the Stockist may have access to any technical or commercial information which may be confidential in relations to the affairs of the Company and their licensees, trading partners or other associates. The Stockist undertakes both during the Term or extension of the Term or any termination of the Term or any termination of extension of the Term or earlier termination of the Term of this Agreement for any reason not to disclose any such confidential information to any person not employed by the Company unless expressly instructed in writing by the Company to do so nor to make any unauthorized use of any such confidential information. The Stockist further undertakes not to disclose any such confidential information to the employees of the Company other than those who are required to know such information for the purposes of their employment by the Company and then to the extent necessary If the Stockist is uncertain as to whether any information is confidential the Stockist must request in writing a ruling from the Company. The Stockist undertakes to abide any ruling made in good faith by the Company. Page 5 of 12

6 The Stockist agrees that should the Stockist at any stage be aware of any improper disclosure or use of such confidential information by another Stockist of the Company or any other person, the Stockist will immediately bring the attention to the Company in writing Quality and storage Upon the arrival of the Products at is Premises the Stockist shall promptly store it in the proper way as notified by the Company and the Company reserves the right to recall any or all of the Products for any reason whatsoever Without the prior written consent of the Company the Stockist may not open any Sub-Stockist for the purpose of sales or Products collection and such activity shall be considered a breach of this Agreement. Any approved Sub-Stockist shall be bound by the terms of this Agreement any additional terms as mandated by the Company in its sole discretion The said premise shall not be used in any manner whatsoever for the conduct of any other business, including but not limited to, the storage of goods/products or the rendering of services of any other direct selling network marketing distribution business The Products must be stored under proper conditions and the Company shall not accept any return of Products damaged as a result of poor storage and/or improper handling Damaged products and Return and Exchange of Products Upon receipt of the Products the Stockist shall: personally check the contents and upon satisfactory inspection sign and send via the duplicate copy of the Company s deliver order and photographs of the received Product to the Company within one (1) working days of receipt of the Products thereof; and notify the Company via of any damage to the Products or discrepancy in the quantity stated in the Company s deliver order and the quantity received within one (1) working day of receipt of the Products. Photographs demonstrating the damage and/or the quantity discrepancy shall be included in the s. Late claims shall not be entertained The Stockist shall be liable and pay for all damaged and/or theft of Products after such delivery to the Stockist s premises and shall not make any claims with the Company Any Products sold by the Stockist to the Member shall be returnable to the Stockist, and accepted by Stockist, in accordance to the then current Member policies and procedures applicable to the Territory Disputes In the event of any dispute between the Stockist and the Company s Member, the customer or prospective customer or any person related to the Products or the Business the Stockist shall forthwith inform the Company and provide the Company with details of the circumstances of the dispute Accounts Page 6 of 12

7 To keep accurate and separate records and accounts in respect of the supply, distribution and inquiries of the Products or conduct of the Business, such records and accounts to be updated at the end of each month and to supply to the Company such records and other information relating to the Business upon request Weekly Order and Fulfillment Report To submit the Company s Weekly Order and Fulfillment Report and other information related to the Business each Tuesday via to the Company specified contact. The form of the Weekly Order and Fulfillment Report shall follow the electronic example provided by Company Stockist Liable for Failures or Errors in Weekly Reporting In the event the Stockist fails to submit the Weekly Order and Fulfillment Report, or there are errors in the Weekly Order and Fulfillment Report, or Stockist otherwise fails to correctly report sales to the Company, and any of these errors or failures results in the Company incorrectly calculating, and/or paying, any Member s commissions then the Company shall charge the Stockist the fees or costs for correcting the miscalculation(s) or mispayment(s) Customer list To keep a list of actual and potential Members and customers for the Products and to supply a copy of it to the Company upon request Inspection of books and premises and products To permit the Company or its representatives at all reasonable times to inspect and take stocks count of the Products and copies of all things material to the Business and for this purpose to enter any premises used in connection, to the Business and the Stockist shall be required to pay for any inventory shortage within seven (7) working days of receipt of such notification by the Company Assignment Not to assign, charge, or otherwise encumber this Agreement in any way without the prior written consent of the Company Prompt payment To pay the Company all sums due to the Company in respect of the purchases made by the Members at the time the Sales are submitted to the Company without deduction or any set off unless so permitted by the Company Indemnity To indemnify and keep indemnified the Company from and against any and/or all losses damage or liabilities (whether criminal or civil) suffered and legal fees and costs on a solicitor client basis and all costs incurred by the Company resulting from the recovery or attempt to recover from the Stockist any monies or any amounts owed or belonging to the Company by or held by the Stockist or resulting from a breach of this Agreement by the Stockist including any act neglect or default of the Stockist and be liable for all damaged Products of the Company except such as related to the inherent quality of the Products. The Company shall not in any way be liable to the Stockist for any loss damage cost or expense incurred as a result of the failure or non-compliance by other Stockists or Members of any of the terms and conditions set out in their Page 7 of 12

8 Stockist and Member Agreement executed between themselves and the Company or by the sale of Products buy any unauthorized persons Compliance with notice To comply with the terms of any Default Notice specifying as a breach of the provisions of this Agreement and requiring the breach to be remedied so far as it may be but nothing in this clause in intended to require the Company to serve any notice of any breach before taking action in respect of it Not to tamper with products To sell the Products in the same condition as that in which the Stockist received them and not to alter remove or tamper with any markings or name plates or indications of the source of the origin on them or any packaging supplied by the company Not use tradenames, trademarks, copyrights, other intellectual property Not to directly or indirectly use or permit others to in any manner whatsoever including advertising materials, documents, classified advertisement or mass/social media in the Company s name and any other names logos trademarks or distinctive phrases adopted by the Company which are proprietary trademarks and copyright of the Company or are licensed exclusively to the Company without the prior written approval of the Company; Operations of Stockist premises The Stockist further agrees with the Company to comply with the following terms in respect of operating the Stockist premises: To endeavor to promote and extend sales of the Products to all Members and work diligent to obtain such orders; To adhere to normal business hours and be available for sale of the Products to the Members; Each business day receive the Daily Orders file from the Company and fulfill orders to ForeverGreen Members or customers as long as Products are available on a first-come-first-serve basis; To treat all Members equally and not show any favoritism or indifference to any particular Member or customer; Not to consign Products or give Products on credit to any Member or customer; Not to organize any personal sales promotion, sales campaign, sales offer in relations to the Products obtained from the Company unless written consent is obtained from the Company; The Stockist shall at its own cost and operating expenses maintain their own Stockist Premises including but not limited to monthly rentals, utilities, salaries and office maintenance; Page 8 of 12

9 The Stockist shall take out an all risk insurance policy all Products stored and fixtures and fittings on the premises. Such policy shall include insurance against lost by fire, flood, theft and monies on transit and shall name ForeverGreen International LLC as the beneficiary; Notwithstanding the foregoing, the Stockist shall be liable to pay the Company the value of the Products which are lost, damaged, stolen or otherwise unaccounted for; As applicable, the Stockist shall prepare and ship products in a professional like manner. Shipping labels shall be computer printed, not handwritten, shipping status and delivery confirmations shall be tracked and provided in the Weekly Order and Fulfillment Report. As available from any third party shipping partner, the tracking number shall be provided to the purchaser and to the Company; and Stockist shall otherwise follow the guidelines and instructions provided from the Company in the Stockist Operations Manual Costs and Fees Stockist shall pay for all its costs associated with its obligations under this Agreement Cash Management If the Stockist receives cash currency from FG Members or customers in exchange for Products, the Stockist will abide by the following terms: Cash currency received by Stockist in exchange for Products is the property of the Company Stockist shall secure any cash received in a safe location such as in a lockable cash box, safe, or deposit with a bank Cash must be reconciled each week and reported in the Weekly Order and Fulfillment Report Unless otherwise directed by the Company in writing, cash must be remitted to the Company each week. Remittance may take the form of depositing the cash in the Stockist s bank account and then the Stockist may remit payment as permitted under Section TERMINATION 5.1. Each Party may serve a one (1) month s notice for early termination of this Agreement This Agreement shall terminate and the Company shall be entitled to terminate this Agreement without serving the Notice Period in the following circumstances: Stockist violates any obligations in Section If the Company discovers that the Stockist has been guilty of misrepresentation in dealing with the Company or committed a fraudulent act/s in the nature of fraud upon the Company Cross-recruit sponsor, or attempt to cross-recruit or sponsor, Members from other groups. Page 9 of 12

10 If the Stockist commits any act of bankruptcy of if the Stockist goes into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets or if the Stockist makes an assignment for the benefit of composition with its creditors generally or threatens to do any of these things or any judgment is made against the Stockist or any distress action is levied at its premises or similar occurrence affecting the Stockist If the Stockist engages any conduct prejudicial to the Business or to the marketing of the Products generally If any material change in the management or the control of the Business and in particular any change of directors of the Stockist save in accordance with the provisions of this Agreement If the Stockist purports to assign or deals with the rights interests or benefits of this Agreement without the prior written consent of the Company Upon Termination of Agreement Upon any termination of this Agreement the Stockist shall forthwith to cease carrying on the business Stockist shall immediately return all Products to the Company or deliver to a location as directed by the Company. 6. EXISTING RIGHTS The expiry or termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the Parties under this Agreement. 7. MISCELLANEOUS 7.1. Whole Agreement The Stockist acknowledges that this Agreement contains the whole agreement between the parties and it has not relied upon any oral or written representation made to it by the Company or its employees or agent and has made its own independent investigation into all matters relevant to the Business Supersedes prior agreements This Agreement supersedes any prior agreement(s) between the parties whether written or oral and any such prior agreements are cancelled as at the Commencement Date but without prejudice to any rights which have already accrued to either of the parties Non-Exclusive This Agreement is non-exclusive for the Territory. The Company may engage additional Stockists in the Territory with no obligations to Stockist to notify or provide a right of first refusal Company Right to Enter the Territory Page 10 of 12

11 Within the Territory the Company may open offices, warehouses, fulfillment centers, or other places of business with no obligation to notify Stockist or provide a right of first refusal. The Company may open any such facility through a subsidiary entity, related party, or third-party Change of address Each of the parties shall give notice to the other of change of any address telephone facsimile or similar number as soon as practicable and in any event within 48 hours of such change Notice Any notice or demand or communications to be served to the Company shall be at its principle place of business in Lindon, Utah, USA and if on the Stockist at the Stockist s address as recorded in the Company s records and shall be delivered personally or sent by pre-paid registered post or by facsimile transmission or by electronic mail and shall be deemed to have been received by the addressee on the day of delivery or the day immediately following posting but if that is a Saturday, Sunday or Public Holiday in the place of receipt then the notice shall be deemed to be received on next succeeding business day or one (1) hour if sent by facsimile transmission or by electronic mail Heading Headings contained in this Agreement are for reference purposes only and shall not incorporate into this Agreement and shall not be deemed to be indication of the meaning of the clauses and sub-clauses to which they relate Joint and several All agreements on the part of either of the parties which comprises more than one person or entity shall be the joint and several and the single gender throughout this Agreement shall include all genders and the plural and the successors in title to the parties No partnership The parties to this Agreement are not partners or joint ventures nor is the Stockist is able to act as an agent of the Company saved as authorized by this Agreement The Company s right to assign This Agreement and all rights under it may be assigned or transferred by the Company Amendment Any amendments shall be in writing. Company shall have the right to amend this Agreement. Stockist may not amend this Agreement without the prior written consent of the Company. Any amendments shall be effective immediately after notification Rights cumulative All rights granted to either of the parties shall be cumulative and no exercise by either of the parties of any right this Agreement shall restrict or prejudice the exercise of any other right granted or otherwise available to it. Page 11 of 12

12 7.13. Waiver The failure by the Company to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement Costs Each of the parties shall pay for the costs and expenses incurred by it in connection with this Agreement Governing Law This Agreement shall be governed by the laws of the State of Utah, USA Force Majeure The Stockist has no right of action against the Company in respect of any loss occurring to it by reason of any delay in delivery other than the shortage of stocks delay in transit caused by accidents, strikes, trade disputes, and restraints of government, acts of God, or any other cause not within the control of the company. Page 12 of 12