Terms & Conditions

1. Appointment of Stockist
Subject to the terms and conditions of this Agreement, with effect from the Commencement Date the Company appoints the Stockist as the distributor of its products in the Territory.

2. Duties of the Stockist
The Stockist shall:

2.1.  Use all reasonable efforts to promote and sell the Products in the Territory;

2.2.  Maintain adequate stocks of the Products;
2.3.  Obtain the Products for the purpose of resale or other supply under this Agreement exclusively from the Company;
2.4.  Not appoint any sub-Stockist to sell or supply the Products in the Territory without the Company’s prior written consent.


3. Duties of the Company

The Company agrees to sell to the Stockist and the Stockist agrees to purchase the Products from the Company subject to the standard terms and conditions of sale of the Company from time to time (“the Terms”). The Company reserves the right to amend the Terms by not less than one month’s prior written notice to the Stockist or as agreed in writing between the Company and the Stockist. The Terms shall be deemed to be incorporated into and form part of this Agreement.

4. Term

4.1.  Subject to the terms and conditions of the Agreement the appointment of the Stockist hereunder shall continue for a period of 12 months from the Commencement Date and continue thereafter unless and until terminated by either party giving one month’s written notice to the other to expire on or at any time after the expiry of the said initial fixed term.
4.2.  The Stockist shall not be entitled to receive any compensation for termination of the appointment under Clause 4.1.


5. Events of default and termination

The Company shall be entitled to terminate the appointment of the Stockist with immediate effect by giving written notice to the Stockist if:

5.1.  The Stockist is in breach of any of its obligations hereunder and such breach has continued un-remedied for a period of seven days after the Company has given written notice to the Stockist of the breach;
5.2.  The Stockist ceases to trade or is unable to pay its debts as and when they fall due within the meaning of Section 123 of the Insolvency Act 1986;
5.3.  A receiver is appointed over all or any of the assets of the Stockist or the Stockist compounds or attempts to compound with or calls a meeting of its creditors;
5.4.  A winding-up petition or resolution is presented in relation to the Stockist (being a company) or the Stockist (being an individual) commits any act of bankruptcy;

6. Effect of termination of Agreement

Upon the expiration or termination of this Agreement for whatever reason:

6.1.  All rights granted to the Stockist by this Agreement shall immediately terminate and shall forthwith revert to the Company;
6.2.  The Stockist agrees that upon expiration or termination of this Agreement for whatever reason it shall not hold itself out or represent itself as having had any connection with the Company.

7. Confidentiality and Intellectual Property

7.1. The Stockist acknowledges that, save for the right to sell the Products as provided in this Agreement, the Stockist shall not acquire any interest or rights in the Intellectual Property.


8. Limitation of liability

8.1.  Except as expressly provided in the Terms, the Company shall not be liable to the Stockist or to any other person for any injury, damage, loss, cost or expense relating to the subject matter of this Agreement howsoever arising and in no event shall the Company be liable for any consequential damages or indirect loss suffered by the Stockist, its customers or any other party.

8.2.  The Stockist shall be exclusively responsible for and shall indemnify and hold the Company fully indemnified in respect of any liability, claim, demand or costs suffered or incurred by the Company in connection with any act and omission of the Stockist in the course of or relating to the sale or maintenance or repair of the Products by the Stockist.
9. Force majeure
If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue.
10. Waiver
10.1.  Failure of either party to insist upon strict performance of any provision of this Agreement or the failure of either party to exercise any right or remedy to which it is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Agreement.
10.2.  No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such and signed by both parties.
11. No partnership
This Agreement shall not be construed so as to create a partnership or joint venture between any of the parties. Nothing in this Agreement shall be construed so as to constitute any of the parties the agent of another.
12. Entire Agreement
This Agreement contains the entire agreement and understanding of the parties relating to the subject matter of this Agreement and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.
13. Assignment
This Agreement is personal to the Stockist and cannot be assigned or disposed of without the Company’s prior written consent.
14. Law and Jurisdiction
This Agreement is governed by the laws of England and Wales and the parties submit to the jurisdiction of the Courts of England and Wales.