RETAILER PURCHASE AGREEMENT. Nederland

Transcription

1 RETAILER PURCHASE AGREEMENT Nederland

2 RETAILER PURCHASE AGREEMENT \ NEDERLAND SilcSkin Nederland 2e Schansstraat 65- A Rotterdam 3025 XL Nederland Phone: {31} verkoop@silcskinnederland.nl silcskinnederland.nl BTW # B01 Kamer van Koophandel te Rotterdam # Please complete this form, sign and return: (pdf) verkoop@silcskinnederland.nl of, Post: 2e Schansstraat 65- A, 3025 XL Rotterdam, Nederland To validate your account, include these with this Agreement: 1) Resale license [if applicable] 2) Chamber of Commerce registration and number 3) National tax authority registration and VAT (Value Added Tax) number SECTION 1: BUYER (RETAILER) INFORMATION Provide complete and legible information: Buyer Name: Title: Company Name: Company Address: [street] [number] [postcode] [county, province, state] [city / town] [country] Shipping Address: [street] [number] [postcode] [county, province, state] [city / town] [country] Telephone: [country code] [city code & number] Fax: [country code] [city code & number] Resale #: Kamer van Koophandel #: License #: BTW #: 2

3 SECTION 2: MARKETING & SALES Buyer hereby agrees to permit Distributor / Supplier to promote the partnership with Buyer on PR, Social Media and / or their websites. Yes No INTERNET SALES: {attachment: Minimum Advertised Pricing (MAP) Policy} Will you be selling on the Internet? Yes No What is your business website url / online address: Will you sign and adhere to the Minimum Advertised Pricing (MAP) Policy, attached hereto. Yes No SALES TERRITIORY: Agreement pertains to / is restricted to marketing and sales activities within the Europe Community and European Trade Zone. Buyer Territory includes and is restricted to Buyer s current marketing and sales activities, where products are now offered for sale, as indicated by Buyer in the Agreement, for which Buyer, including Buyer s salesperson or sales team now holds responsibility. Current sales territory a. Indicate which country(s) you currently sell / trade: b. Indicate which state(s) / province(s) you currently sell / trade: SECTION 3: AKNOWLEDGEMENT AND AGREEMENT: ENTIRE UNDERSTANDING: This Agreement embodies the entire understanding of the parties and supersedes and replaces all other agreements (written or oral) between the parties relating to this subject matter, and Buyer shall not be allowed to make any change, modification or amendment, unless Buyer receives prior approval from Distributor in writing. TERMS AND CONDITIONS: 1. Agreement: the Agreement between Distributor and Buyer in the matter of the provision of products and/or services and/or the performance of activities and/or the delivery of goods. 2. Buyer: The natural or legal person to whom assignment products and/or services are provided and/or activities are carried out and/or goods are delivered. (first and last name) (company name) 3. Distributor: SILCSKIN NEDERLAND Kamer van Koophandel te Rotterdam nummer e Schansstraat 65- A, 3025 XL Rotterdam, Nederland Tel: verkoop@silcskinnederland.nl 4. Product: this agreement relates exclusively to the purchase of SilcSkin products, imported by Distributor and produced by Supplier, including to date: Decollette Pad Facial Pads Brow Set Facial Pads Multi- area Set 5. Supplier: CALVET COSMETICS LLC, Magnolia Street, Sherman Oaks CA, 91413, USA Tel: {818} Fax: {818} wholesale@silcskin.com 6. Territory: The Agreement is limited to Europe and the (EC) European Trade Zone. The agreement between Distributor and Buyer defines permissions and limitations to the area in which Buyer s marketing and sales of SilcSkin products activities may occur. 3

4 TERMINATION: Distributor may terminate Buyer s rights under this Agreement at any time, with or without cause. 1. Both parties may prematurely terminate the Agreement at all times in writing with due observance of a term of notice of 30 (thirty) days. 2. In the event that one of the parties becomes bankrupt, requests suspension of payment or ceases its activities, the other party shall have the right to prematurely terminate the Agreement without any requirement to observe a term of notice. PRICING*: { SilcSkin Europe Product Price List will be sent upon receiving all of your company details} 1. All product prices and eventual discounts are subject to the terms specified within the SilcSkin Europe Product Price List, provided by Distributor to Buyer together with this signed Agreement. Product prices, eventual discounts are subject to change at any time in the duration of this Agreement. 2. Buyer agrees to adhere to the European suggested retail price and customer discount guidelines as outlined in the SilcSkin Europe Product Price List and Minimum Advertised Price (MAP). 3. Prices shall be invoiced in the Euro currency exclusive of VAT and other government levies as well as any other costs that may be incurred within the framework of the Agreement such as shipping and handling and other expenses and costs including but not limited to invoices by engaged third parties. Aforementioned costs shall be to the account of Buyer. 4. Distributor shall be entitled to increase price if the price increase is the result of a right or obligation by virtue of law or regulations or is caused by an increase of cost price determining factors such as the cost of import and import duties, monetary exchange rates, production costs, raw materials, shipping, wages, taxation, etc.. Or on other grounds that could not reasonably be foreseen at the time that the Agreement was entered into. 5. Distributor agrees to notify Buyer of any price increases and discontinued items 30 days in advance. 6. A cancellation as referred to in the previous paragraphs of this article shall not entitle Buyer to compensation for any damages. * The SilcSkin Europe Product Price List is subject to change at any time as outlined in this agreement TERMS AND PAYMENT: Buyer shall pay for each Order, together with shipping costs, prior to Distributor s shipping of the Order to Buyer. Payment shall be effected within fourteen days from invoice date in a manner to be indicated by Distributor in euro unless expressly agreed otherwise. If Buyer fails to timely pay an invoice, the order will be cancelled and nullified. PUBLICITY & USE OF NAME / INTELLECTUAL PROPERTY: Buyer shall not market or trade under the SilcSkin name, with exception to mention of SilcSkin products. Buyer shall make no trademark, service mark, copyright, license or patent infringement. No false advertising, unfair competition, trademark dilution or similar. Buyer agrees to not create, publish, distribute, advertise, or print any material that makes reference to Distributor / Supplier or use our names or any of our trademarks, for any marketing or promotional materials, whether print, broadcast or electronic, without first submitting such material to Distributor / Supplier and receiving our written consent. Distributor / Supplier has the legal right to refuse to sell, or allow any or all of its trademarked products to be sold to anyone, who in Distributor / Supplier s opinion will cause harm to the image or marketability of its products. Nothing contained in this Agreement shall be construed to transfer or assign any such rights to Buyer. All models, works and/or inventions developed by Distributor / Supplier on behalf of Buyer are and shall remain the property of Distributor. This shall include all intellectual property rights including but not limited thereto any copyrights, model rights and or patent rights. 4

5 INDEMNIFICATION: Buyer agrees to indemnify Distributor / Supplier and its subsidiaries and affiliates, and their directors, officers, employees, agents, partners, members, shareholders and owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys fees) insofar as such losses, or actions in respect thereof, arise from or are based on against any possible claims by third parties that incur losses in relation to the execution of the Agreement and the cause of which cannot be attributed to Distributor / Supplier: A. Any failure or breach of any representation, warranty, covenant, or agreement made by Buyer herein; B. Any misuse of Distributor / Supplier s name or trademark. C. Any claim related to Buyer s website, including, without limitation, content therein not attributable to Distributor / Supplier. If any action or proceeding is brought against Distributor / Supplier by reason of any of the foregoing matters, Buyer shall defend Distributor / Supplier at Buyer s expense by counsel reasonably satisfactory to Distributor / Supplier. Distributor / Supplier need not have first paid any such claim in order to be defended or indemnified. Buyer shall be held to support Distributor / Supplier in and out of court in the event that Distributor / Supplier is addressed on the grounds of the first paragraph of this article and to immediately take all actions that may be expected from him/her in such a case. When Buyer is in default with respect to taking adequate measures, Distributor, without any requirement for a notice of default, shall be entitled to proceed thereto himself. All costs and damages on the side of Distributor and third parties resulting thereof shall fully be to the account and risk of Buyer. In the event that any action, suit or proceeding is brought against the Buyer due to the sole actions of Distributor / Supplier or the actions of Supplier s manufacturers and not to any action or contributing failure of the Buyer, the Buyer shall at once give notice in writing to Distributor / Supplier and provide Distributor / Supplier with the opportunity to defend against such action. Distributor / Supplier shall advise the Buyer within thirty days if it and/or its liability insurance carrier will undertake the defence. This decision rests solely with Distributor / Supplier. In any case, Distributor / Suppliers liability insures solely to the Buyer specified herein, not to third parties. SHIPPING & FREIGHT: Distributor agrees to ship products ordered within 72 hours of receiving payment of Product Order Invoice unless otherwise requested. Buyer shall be obligated to take delivery of the goods at the time that these are made available to him/her. If Buyer refuses to take delivery or is negligent in supplying information or instructions that are required for delivery, Distributor shall have the right to return the goods to the place of shipment at the expense of Buyer. Buyer is held to inspect the delivery or have the delivery inspected immediately after the goods were made available to him/her. The risk of loss, damage or value decrease shall transfer to Buyer at the time when goods are delivered to Buyer and/or to any third parties engaged by him/her. RETURNS AND PRODUCT QUALITY ISSUES: Distributor / Supplier agrees to stand behind all merchandise and replace if necessary. Buyer shall return for full credit, defective product that is returned by consumers. Distributor agrees to accept all returns, issuing full refund or credit at Buyer s option. A package, which has been damaged in transit, must be refused at the time of delivery in order for Distributor to assume responsibility. PRODUCT LIABILITY INSURANCE: Distributor / Supplier shall provide a copy of Product Liability Certificate Insurance and endorsement naming Buyer as an additional insured upon request. Insurance is good during the entire duration of this agreement and for 3 months after the last presentation of the Supplier s product. Failure to notify the Distributor / Supplier of names and addresses of retail outlets that the Buyer is selling to will automatically void this Agreement. 5

6 PRODUCT WARRANTY & RETURNS: Distributor warrants all Products to be free from defects in material or workmanship, for a period of ninety (90) days, from the date of delivery. ART WORK: Distributor shall make available all and any artwork, photos, descriptions, endorsements, benefits and awards to differentiate the product and help Buyer develop the most compelling marketing plan possible. WAIVER: No waiver in any one or more instances of any breach or default under the provisions of this Agreement shall effect the rights to enforce such provisions or to exercise any right or remedy in the event of any subsequent default or breach. VENUE / APPLICABLE LAW: All Agreements made between Distributor and Buyer shall exclusively be governed by the law of the Netherlands in the case of the Distributor and the United States State of California in the case of the Supplier. The applicability of the Vienna Sales Convention (CISG) is excluded. Without prejudice to the right of Distributor to submit a dispute to the competent court by law, disputes between the parties shall in first instance be submitted to the competent court in the country of business of Distributor (The Netherlands), unless prescribed as mandatory according to the law. WEBSITE REFERRALS*: Retailers selling online are required to redirect foreign customers and vendors to their proper territories if that territory is under an exclusive distributorship. Within Europe customers are to be referred to SilcSkin Europe. Furthermore, Retailers shall block the countries listed from their online pay source so that no orders may go with regards but not limited to the following countries: USA/Americas Europe: Australia: New Zealand: * This does not pertain to existing online catalogues companies under contract with SilcSkin USA that may sell worldwide. MODIFICATION / TRANSFER: Distributor reserves the right to modify any terms and conditions contained in this Agreement at any time. Distributor shall timely inform Buyer in writing of any changes of the Agreement. Buyer shall not have the right to transfer any obligation from the Agreement to third parties without the written consent of Distributor. CONFIDENTIALITY: Each of the parties hereto agrees to keep confidential all information including, without limitation, the terms of this Agreement, terms of the MAP policy, business and financial information, product designs, customer and vendor lists; pricing and sales information concerning Distributor / Supplier or Buyer. All documents, such as reports, computer programmes, system designs, methods, advice and contracts issued by Distributor on behalf of Buyer, may be used by Buyer and may be multiplied by Buyer for his own use within the own organisation. The documents supplied by Distributor may not be made public, multiplied and/or exploited or made known to any third parties by Buyer unless the nature of the supplied documents determines otherwise. EXPORT CONTROL: Buyer acknowledges and agrees that Distributor / Supplier s products are subject to European and U.S. Export Administration Laws and Regulations. Buyer agrees that none of the purchased product, is being or will be acquired for, shipped, transferred or re- exported, directly or indirectly, outside the territory: European Union, unless specifically authorized by Distributor / Supplier. 6

7 DISTRIBUTOR REPRESENTATIONS: Sale of Distributor s product to Buyer does not and will not violate European, United States, International, National, Federal or State laws, rules or regulations. Distributor has the full rights to sell its products Distributor s sale of product to Buyer and subsequent resale to Buyer s customers does not and will not violate and trademark, patent, service mark, trade secret or similar such right. BUYER REPRESENTATIONS: Buyer, nor its agents and/or representatives, shall not violate any European, United States, International, Federal or State laws, international rules or regulations in the purchase, sale or resale of any of Distributor products. SECTION 4: ACKNOWLEDGEMENT & AGREEMENT: The undersigned hereby declares that he / she has read the Agreement and agrees with the content thereof. Signature constitutes acknowledgement and agreement to all Terms and Conditions as outlined in this Agreement and herein expressly incorporated. Buyer has also read and understood and agrees to adhere to the General Terms and Conditions as found on the website of SilcSkin Europe. The Agreement shall come into effect as per the day of signing by Buyer, the day of sending the written confirmation of assignment by Distributor to Buyer respectively. This Agreement, along with its rights and obligations, remains in effect for one year from the date indicated below, unless terminated prior to that date pursuant to the terms and conditions within this Agreement. The Agreement shall be extended without notice, on an annual basis, for a period of one year at the expiration of the existing agreement. BUYER / RETAILER Handtekening: Naam: Adres: Postcode: Plaats: Datum: SILCSKIN NEDERLAND Handtekening: Naam: R. Sigtermans Adres: 2e Schansstraat 65- A Postcode: 3025 XL Plaats: Rotterdam Datum: (upon receipt, this contract will be undersigned by Distributor and a copy will be returned to Buyer) 7