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This Agreement is made between SHOPO WORLD LIMITED trading as SHOPO WORLD (hereinafter referred to as the “Company”), incorporated under the laws of England, Wales, Scotland and Northern Ireland and (hereinafter referred to as the “Distributor”), incorporated under the laws of England, Wales, Scotland and Northern Ireland.
WHEREAS, the Company is engaged in the purchase and supply of certain therapeutic medical and beauty care equipment and/or other associated products (hereinafter referred to as the “Products”)
WHEREAS, the Distributor is engaged in the business of developing markets for Shopo.World therapeutic medical and beauty care equipment and/or other associated products (hereinafter referred to as the “Products”) from retail shop (hereinafter referred to as the “Shop”), smaller outlets, for example in shopping malls, (hereinafter referred to as “Satellites”) and via the Internet (hereinafter referred to as the “Shopo.World Internet Shop”).
WHEREAS, the Company wishes to appoint the Distributor as its distributor and market developer for the Products initially in the area surrounding ………………………..., (hereinafter referred to as “Territory”) or other preferred areas outside the Territory which will be allocated by the Company using the Company’s exclusive operating system including (i) coloured client cards, (ii) contributions towards disposables, (iii) reward vouchers, (iv) instalments, (v) payment credit, (vi) fines for non attendance, (vii) educational videos and material, (viii) seminars, (ix) promotions and (x) other intellectual property developed by the Company (hereinafter referred to as the “System”).
WHEREAS, the Company is engaged in the hire and supply of certain therapeutic medical and beauty care equipment and/or other associated products (hereinafter referred to as the “Hire”)
WHEREAS, the Distributor agrees to accept such appointment as Distributor and market developer for the Products in the allocated Territory/Territories and via the Internet Shop.
IN CONSIDERATION OF the mutual covenants contained herein, the parties hereto agree as follows:
Article 1. Appointment and Acceptance
(1) In accordance with the Terms and Conditions hereunder, the Company hereby grants to the Distributor and the Distributor accepts the exclusive rights to distribute the Products in the Territory and via the Shopo.World Internet Shop for the Term of this Agreement.
(2) The Distributor shall not make direct or indirect contact with or attempt to make direct or indirect contact with any of the Company’s manufacturers, suppliers, distributors, authors/editors or creditors/investors without the Company’s written consent.
(3) The Distributor shall not manufacture, have manufactured, purchase, sell, export, import, advertise or otherwise deal in any other products competitive with or similar to the Products during the Term of this Agreement.
(4) The Distributor shall not advertise or otherwise deal in any of the Products outside of the allocated Territory/Territories other than via the Shopo.World Internet Shop.
(5) The Distributor agrees to maintain adequate stocks of the Products and promote the sale of the Products vigorously and effectively through all channels of distribution reasonably available in the Territory and via the Shopo.World Internet Shop.
(6) The Distributor shall only operate under the copyright protected System and shall not divulge the said System in part or in its entirety to any persons or organisations other than for the purpose of operating the day to day running of the Shop and the Internet Shop.
Article 2. Territory
(1) If the Distributor has the right to exclusively distribute the Products during the Term in accordance with terms and conditions hereunder, shall be as defined by “Tactician Corporation” and the Distributor agrees to pay for this service at cost.
(2) The Distributor agrees to confine demonstration, sales and selling efforts to the Territory as detailed in this Agreement and via the Shopo.World Internet Shop.
(3) The Distributor shall not sell or export, or cause any third party to sell or export, the Products outside the Territory, apart from via the Shopo.World Internet Shop, without prior consent from the Company.
Article 3. Products
The Products right to distribute in the Territory is being granted to the Distributor includes:
(a) Shopo.World beds, Shopo.World Mats and Mattresses and ...
(b) Other therapeutic, medical or electronic machines which the parties agree that the Company will supply to the Distributor during the Term of this Agreement.
(c) The Distributor will be granted permission to order from regular and alternative suppliers only in the event of Force Majeure.
Article 4. Hire
The Products right to hire in the Territory is being granted to the Distributor includes:
(a) Shopo.World Chair/beds, Shopo.World Mats and Mattresses and ...
(b) Other therapeutic, medical or electronic machines, parts, consumables or equipment which the parties agree that the Company will supply to the Distributor during the Term of this Agreement.
Article 5. Orders
5.1 Each Order placed by the Hirer during the Term will be an offer by the Hirer to purchase the Services on these Terms and Conditions.
5.2 A Contract will be formed between the Distributor and the Hirer for the provision of Services set out in the Order, when Shopo.World confirm their acceptance of the Order by issuing an order acknowledgement, to the Hirer.
5.3 The placing of any Order and/or the acceptance of delivery of the Equipment shall be conclusive evidence of the Hirer's acceptance of these Terms and Conditions. Any addition or amendment to any Order will create a new Order.
5.4 The Contract shall continue for the Hire Period unless terminated earlier in accordance with the applicable Cancellation Clause.
5.5 It is the Hirer's responsibility to ensure that each Order is accurate and complete and that the Equipment is suitable for the Hirer's requirements.
5.6 Nothing in these Terms and Conditions shall require Shopo.World to accept any Order placed by the Hirer. Shopo.World reserves the right to refuse to hire Equipment to the Hirer for any reason whatsoever at its sole discretion.
Article 6. The Equipment
Right to Equipment and Return of Equipment
6.1 The Hirer acknowledges that the Equipment remains at all times the property of Shopo.World and title and ownership shall not pass to the Hirer.
6.2 The Hirer has no right, title or interest in the Equipment except that it is hired to the Hirer in accordance with the terms of the Contract.
6.3 On termination of the Contract for whatever reason, all Equipment at such time in the possession of the Hirer shall immediately become due for return to Shopo.World. The Hirer grants, and will ensure that the owner of any third party premises grants Shopo.World, its agents, employees and sub-contractors an irrevocable licence at any time to enter any premises where the Equipment is or may be stored in order to recover the Equipment. The rights granted in this clause 6.3 are without prejudice to any rights and remedies which may have accrued to Shopo.World up to and including the Cancellation Date.
6.4 Shopo.World shall not, other than in the exercise of its rights under the Contract or applicable law, interfere with the Hirer's quiet possession of the Equipment during any Hire Period.
6.5 The Hirer shall immediately notify Shopo.World of any loss, accident, damage or defect in the Equipment or if the Hirer considers that the Equipment may cause damage to the Hirer or its property.
6.6 The Hirer shall grant or shall procure that Shopo.World or its authorised representative is granted access to the Site at all such reasonable times on Shopo.World giving the Hirer reasonable notice to:
(a) inspect the Equipment and ensure the Hirer's compliance with its obligations under the Contract; and
(b) carry out any inspections or repairs of the Equipment as provided for under the Contract.
Condition, Use and Storage of the Equipment
6.7 The Hirer:
(a) shall keep the Equipment in good repair and condition, (fair wear and tear only excepted) save that the Hirer shall not repair or allow any third party to repair the Equipment and shall notify Shopo.World immediately if any repair is necessary;
(b) shall where the Equipment requires electricity, ensure that the proper type of voltage is used;
(c) shall use the Equipment in compliance with all laws and applicable regulations including any health and safety legislation which relates to the use of the Equipment and in accordance with any operating and/or safety instructions provided to or supplied to the Hirer by Shopo.World;
(d) shall not make any alteration to the Equipment (including defacing or covering up) Shopo.World's name plate or mark;
(e) shall not without the prior written consent of Shopo.World, attach the Equipment to any land or building so as to cause the Equipment to become a permanent or immovable fixture on such land or building;
(f) shall not, without the prior written consent of Shopo.World, part with control of the Equipment (including for the purposes of repair or maintenance);
(g) shall not do or permit to be done anything which could invalidate Shopo.World's insurances;
(h) is responsible for the security of the Equipment whilst in the Hirer's possession; and
(i) will take all appropriate measures to secure the Equipment at the Site when not in use and will, subject to Damage Waiver Plus applying in accordance with clause 9, pay Shopo.World for any Equipment which is lost, stolen or in Shopo.World's reasonable opinion or the opinion of its insurer(s), damaged beyond repair at full replacement value of such Equipment, such value to be confirmed to the Hirer by Shopo.World, subject to supporting documentation. Replacement value shall be determined as Shopo.World's retail price at the time of loss, plus all ancillary costs, including but not limited to administration costs and lost hire time costs.
6.8 Shopo.World shall during the Hire Period ensure that:
(a) the Equipment shall be of satisfactory quality, comply with any description provided by the Hirer and shall be fit for its intended purpose;
(b) the Services shall be carried out with reasonable skill and care; and
(c) on the Commencement Date, the Equipment shall comply with:
i. all applicable laws and statutory regulations; and
ii. any reasonable instructions and guidelines issued by the Hirer at the time of hire, including health, safety and security standards.
6.9 If, at any time during the Hire Period, the Hirer becomes aware of a breach of clause 5.9 the Hirer shall:
(a) give written notice of the breach to Shopo.World as soon as reasonably possible once the Hirer has become aware of the breach; and
(b) give Shopo.World a reasonable opportunity to rectify any issues.
6.10 Following receipt of written notice under clause 5.10 Shopo.World will:
(a) repair the Equipment;
(b) replace the Equipment with equipment of an equivalent or similar specification; or
(c) reduce the Charges of the relevant Equipment by a sum which is fair in the circumstances.
6.11 Shopo.World shall not be responsible to the Hirer for any breach of clause 5.9 and shall not be required to repair or replace the Equipment in accordance with clause 5.11 if:
(a) the breach arose directly as a result of any act or omission of the Hirer; and/or
(b) the breach was caused by or contributed to as a result of the misuse, neglect, alteration, mishandling or unauthorised manipulation of the Equipment.
6.12 Shopo.World will investigate defective Equipment and, on request, will provide the Hirer with a written report of this investigation.
Damage to or Loss of Equipment
6.13 Subject to Damage Waiver or Damage Waiver Plus applying in accordance with clause 9, the Hirer shall be responsible to Shopo.World for:
(a) all costs and expenses in respect of: (i) rectifying any damage to the Equipment (fair wear and tear excepted) which occurred during the period in which the Equipment was at the Hirer's risk in accordance with clause 6.7; and (ii) cleaning the Equipment following collection of the Equipment, in each case to return the Equipment to a condition fit for rehire. Such costs and expenses shall be confirmed to the Hirer by Shopo.World, subject to supporting documentation. In addition, the Hirer will continue to pay the Charges, in accordance with clause 7, until any repairs and or cleaning have been completed; and
(b) the Replacement Cost in respect of lost or stolen Equipment and/or Equipment which is beyond economic repair and the Hirer will continue to pay the Charges, in accordance with clause 7, until the Replacement Cost has been received by Shopo.World.
7.1 Shopo.World shall use reasonable efforts to deliver thermal massage beds to the agreed delivery location(s) during Working Hours on the date or within the period specified in the Order. Deliveries to Consumers will be no more than 30 days after the day on which the Contract is entered into.
7.2 If there is a delay in delivery or non-performance by Shopo.World, the Hirer may cancel the Contract if the Hirer has given 24 hours' notice to Shopo.World requiring the delivery and/or performance to be made and Shopo.World has not fulfilled the delivery and/or performance within that period.
7.3 If the Hirer cancels the Contract in accordance with clause 6.2, then:
(a) Shopo.World will refund to the Hirer any sums which the Hirer has paid to Shopo.World in respect of the Contract or part of the Contract which has been cancelled; and
(b) the Hirer will not be required to make any further payments in respect of the Contract or part of the Contract which has been cancelled.
7.4 The Hirer shall at its sole expense provide sufficient access to and from the Site, unloading space, materials and facilities to enable Shopo.World to carry out the Services in a safe manner.
7.5 The Hirer shall ensure that the Site where the Equipment is to be delivered and/or Services to be performed is, where necessary, cleared and prepared before delivery or the performance of the Services is to commence. It is the Hirer's responsibility to ensure that Shopo.World has sufficient access to be able to deliver the Equipment and Shopo.World shall not be in breach of the Contract if it is unable to deliver the Equipment to the Site in a safe manner. Additional Charges shall apply for any redelivery or attempted redelivery in such circumstances in accordance with clause 6.9.
7.6 Delivery will occur when the Equipment arrives at the delivery address (whether at Shopo.World's premises or a Site). On delivery of the Equipment, the Hirer will off-load the Equipment from the delivery vehicle. Shopo.World will provide reasonable assistance to unload the Equipment but will only provide such assistance if the Equipment can be unloaded safely.
7.7 Unless otherwise agreed by the parties in writing, risk of loss, theft, damage or destruction of the Equipment shall pass to the Hirer on delivery. Risk in the Equipment will return to Shopo.World once the Equipment is loaded onto the collection vehicle.
7.8 The Hirer shall grant or procure the grant of access to the Site to Shopo.World to allow the collection of the Equipment and make the Equipment available for collection by Shopo.World on the date and time agreed between the parties at the end of the Hire Period and/or if Shopo.World requires the return of the Equipment at any point during the Term to carry out its obligations under the Contract the Hirer shall comply with its obligations set out in clause 6.4 in respect of such collection.
7.9 If Shopo.World is unable to deliver or collect the Equipment on the dates agreed it may charge the Hirer reasonable Additional Charges in respect of such inability to deliver or collect including additional delivery charges for any re-delivery of the Equipment (including any third party costs) and any storage charges. In addition: (i) in the event of a failed delivery, the Hirer will pay to Shopo.World compensation equal to the value of the Charges which would have been payable had the Equipment been delivered on the agreed delivery date, such amount shall accrue and be payable from the agreed delivery date to the date of actual delivery; and (ii) in the event of a failed collection, the Hirer will pay to Shopo.World compensation equal to the value of the Charge which would have been paid had the Equipment been re-hired to the Hirer at the Charges payable prior to the agreed collection date, such amount shall accrue and be payable from the agreed collection date to the date of actual collection.
Article 8. Charges and Payment
8.1 The Hirer shall become liable to pay the Charges from the date of delivery pursuant to clause 6.6.
8.2 The Hirer shall pay the Charges and any Additional Charges for the hire of the Equipment in accordance with these Terms and Conditions.
8.3 Shopo.World will be entitled to vary the Charges and any Additional Charges at any time by giving written notice to the Hirer to reflect any variation in the cost of supplying the Equipment which arises as a consequence of:
(a) any variation in the Hirer's requirements for the Equipment;
(b) any information provided by the Hirer being inaccurate or incomplete; or
(c) any failure or delay by the Hirer in providing information.
8.4 Shopo.World, prior to the hire of the Equipment, require the Hirer to pay such deposit as is considered appropriate by Shopo.World as notified to the Hirer at the time the Equipment is ordered ("Deposit") and/or require the Hirer to provide details of a valid credit or debit card as a Deposit. The Deposit shall be a deposit against default by the Hirer of payment of any Charges or any loss of or damage caused to the Equipment including any Replacement Cost and shall not act as a limitation of the Hirer's liability in respect of unpaid Charges, additional Charges, damage or loss to the Equipment or any Replacement Cost.
8.5 Subject to Damage Waiver Plus applying in accordance with clause 9, if the Hirer fails without due cause to make any payment of the Charges or any Replacement Cost or causes any loss or damage to the Equipment
(in whole or in part), Shopo.World shall be entitled to apply the Deposit or such further sums as are necessary against such default, loss, Replacement Cost or damage either by deduction from the Deposit sum and/or deduction of such further sums as are necessary from the credit or debit card (as applicable). Any Deposit sum (or balance thereof) shall be refundable at the end of the Hire Period.
8.6 Any sum payable under the Contract is exclusive of VAT (and any other similar or equivalent taxes, duties, fees and levies) which shall be payable in addition to that sum in the manner and at the rate prescribed by law from time to time.
8.7 The Charges are exclusive of any Additional Charges. Where Charges are quoted on a daily basis, these shall include any and all weekends and public and bank holidays which fall within the Hire Period.
8.8 The Charges will be payable by the Hirer in advance to Shopo.World for the duration of the Hire Period.
8.9 No payment made by the Hirer shall in any way impair or restrict any rights or remedies the Hirer may have under the Contract or otherwise.
8.10 Save as otherwise expressly provided in the Contract or required by law, all payments to be made by either party under the Contract shall be made in full and without any deduction or withholding including on account of any counter-claim.
8.11 Should any portion of an account fall overdue then the total account will become due on demand. The Hirer will be responsible for reasonable legal charges incurred by Shopo.World in the recovery of amounts due or the recovery of the Equipment. In addition Shopo.World is entitled to suspend further services to the Hirer.
Article 9. Performance Failure
9.1 If Shopo.World fails to supply the Services (or any part thereof) and the failure was not caused by the Hirer and/or the Hirer's failure to comply with its obligations and restrictions under the Contract then, save as otherwise set out in the Contract, the Hirer shall be entitled (without prejudice to any other rights or remedies it may have):
(a) to require Shopo.World to remedy such breach by re-supplying the relevant Services at no additional charge; or
(b) to require Shopo.World to repay or credit to the Hirer that part of the Charges paid by the Hirer relating to the relevant Services that Shopo.World has failed to supply.
Article 10. Damage Waiver and Damage Waiver Plus
10.1 Subject to clauses and 9.2 and 9.7, if the Hirer contracts to pay the Damage Waiver charge, being a sum equal to 10% of the Charges (where available as an option) Shopo.World will waive any further charge for rectifying accidentally damaged Equipment.
10.2 If the Hirer does not pay the Damage Waiver charge or if the Damage Waiver does not apply in accordance with clause 9.7 (or otherwise was not available as an option) then the Hirer will be responsible for the entire cost of rectifying any damage to the Equipment (in accordance with clause 5.14(a)) or for the loss of the Equipment (in accordance with clause 5.14(b)) (as applicable).
Damage Waiver Plus
10.3 Subject to clauses 9.4, 9.5, 9.6 and 9.7, if the Hirer contracts to pay the Damage Waiver Plus charge being a sum equal to 15% of the Charges (where available as an option) Shopo.World will waive any further charges for (i) rectifying accidently damaged Equipment; and/or (ii) loss or theft of the Equipment.
10.4 If the Hirer does not pay the Damage Waiver Plus charge or if the Damage Waiver Plus does not apply in accordance with clauses 9.6 and 9.7 (or otherwise was not available as an option) the Hirer shall be responsible for the entire cost of rectifying any damage to the Equipment (in accordance with clause 5.14.1) or for the loss of the Equipment (in accordance with clause 5.14(b)) (as applicable).
10.5 The waiver provided by Damage Waiver Plus is subject to the following conditions:
(a) the Hirer must be able to demonstrate that reasonable care has been taken to prevent loss;
(b) theft of Equipment must be reported to the Police and a crime reference number obtained;
(c) the Hirer must notify Shopo.World within forty eight (48) hours of the theft and obtain a Shopo.World theft report form. The completed form must be returned to: Claims Department, Shopo.World Hire, 82 High Street, Poole, Dorset, BH15 1DB, telephone: 0800 772 0777 or 01202 914124; and
(d) the maximum value of loss waived for any single Contract will be four thousand pounds (£4,000). Any loss above this value will be charged to the Hirer by Shopo.World.
10.6 Damage Waiver Plus shall not apply and the Hirer shall be responsible for any damage to or loss of the Equipment in the following circumstances:
(a) theft of consumable goods;
(b) loss due to the dishonesty, wilful defect or negligence of any employee, sub-contractor or agent of the Hirer;
(c) theft from a vehicle where the Equipment was left visible and unattended;
(d) loss of Equipment revealed only when an inventory is made or at collection;
(e) loss arising from civil disturbance; and/or
(f) loss occurring outside the UK and the Republic of Ireland.
Limitations and Exclusions for Damage Waiver and Damage Waiver Plus
10.7 Damage Waiver or Damage Waiver Plus does not cover and the Hirer shall remain responsible for:
(a) the first £50 or 20% of the Replacement Cost (whichever is the greater amount) of any Equipment loss claim;
(b) 50% of the Replacement Cost for theft of Equipment left unattended overnight outside a secure compound or building or stored overnight in a secured vehicle;
(c) damage or loss caused by the Hirer's negligence, damage or breach of the Contract including damage or loss connected to the Hirer's obligations set out in clause 5.8; and
(d) damage or loss caused by or contributed to as a result of the misuse, neglect, alteration, mishandling or unauthorised manipulation of the Equipment by the Hirer.
The Products right to hire in the Territory is being granted to the Distributor includes:
(a) Shopo.World beds, Shopo.World Mats and Mattresses and ...
(b) Other therapeutic, medical or electronic machines which the parties agree that the Company will hire to the Distributor during the Term of this Agreement.
(c) The Distributor will be granted permission to order from regular and alternative suppliers only in the event of Force Majeure.
Article 11. Client Payment Receipts and Account Records
(1) The Distributor shall only provide credit facilities for clients to purchase products at 0- 9.9% interest through a central Credit Agency administered by the Company.
(2) The Distributor shall be responsible for operating an accurate, reliable and secure bookkeeping system for the purpose of maintaining and having annually audited business records as required under Companies Act 2006, Insolvency Act 1986, UK Corporate Governance Code and European Union Directives.
(3) The Distributor shall have installed a payment card machine (PDQ) and a cash register to identify cash payments for each product category and accepts responsibility to ensure that recorded payment receipt records correspond with cash received.
(4) If the Distributor works hereby ‘System’, the Distributor shall set aside fines paid by clients for non attendance or if clients giving donation to Charity projects, the Distributor shall pay them quarterly to the Company to be forwarded collectively to a charity designated by the Company.
Article 12. Prices and Terms of Payment
(1) The prices of the Products from the Company to the Distributor shall be provided, kept updated and confirmed by email every three months.
(2) VAT will be applied to the cost of each order placed and a VAT invoice issued by the Company.
(3) The Company may amend the prices of the Products, as specified in Article 5(1), due to major fluctuations in currency exchange rates, at the Company’s sole discretion by providing thirty days’ prior written notice to the Distributor.
(4) The prices of the Products, as specified in Article 5(1), are not inclusive of carriage and packing charges, which shall be borne solely by the Distributor.
(5) All payments due from the Distributor shall be made in UK Pounds Sterling.
(6) The Distributor shall sell all products at the retail price specified by the Company and no discounts shall be offered without the express written permission of the Company when specific promotions will be held.
Article 13. Orders and Inland freight
(1) Every order from the Distributor to the Company shall be made in writing in the form of a Purchase Order and the Products will be despatched upon clearance of funds.
(2) In the case of a special promotion period when additional stock shall be required, the Distributor shall place orders, no later than sixty days prior to the requested delivery date.
(3) The Distributor shall describe to the Company the specifications and quantity of the required Products and accurate instructions about packing and forwarding the said orders.
(4) The orders shall not be considered valid until the products have been paid for in full by the Distributor to the Company's bank and the funds cleared.
(5) The Company shall make its best efforts to arrange for the delivery of the products on time and without delay in accordance with the forwarding conditions agreed upon by both Parties. Its obligation to deliver the Products shall be considered to be performed when the Products have been dispatched from the Company’s premises.
Article 14. Inspection and Warranty
(1) The risks of any damage to, defects or loss of the Products shall be the responsibility of the Company until they have been received, signed for and/or inspected by the Distributor.
(2) Upon receipt of the Products, they shall be promptly inspected by the Distributor where practically possible and/or packaging carefully examined for signs of damage.
(3) The Company shall warranty the Products against defective materials and parts at the time of shipment. This warranty shall not be extended or applied in cases of negligence, careless or improper use or any alterations or amendments to the Products’ original intended use as stated in the manual/handbook/instructions issued with the Products.
(4) Claims by the Distributor in regard to any defects relating to the Products shall be made in writing with full details and photographic evidence and emailed by the Distributor within three months following receipt of the Products.
(5) The warranties provided by the Company as referred to above shall be the sole and exclusive warranties. There shall be no other warranties, express or implied including any implied warranty of merchantability nor any other obligation on the part of the Company with respect to products covered by this Agreement. Under no circumstances shall the warranties of the Company require more from the Company than the repair or replacement of any part or parts which are found to be defective within the effective period of the warranty. The Company shall have no liability for any incidental or consequential damage caused by accident, neglect or misuse or failure to follow the manufacturer's’ instructions.
(6) Any and all warranties or guarantees shall immediately cease and terminate in relation to any products or parts thereof which are altered or modified without the prior express and written consent of the Company.
(7) The Distributor shall be fully aware of the Sale of Goods Act 1979 and provide a full refund or offer to repair, should faulty goods be returned within four weeks and at all times seek to maintain the integrity of the Company.
(8) The warranty periods for Products supplied by the Company to the Distributor shall be as follows:
(i) Thermal massage chairs and beds which are for sale - one years
(ii) Thermal massage chairs and beds which are demonstrated - six months
(iii) All mats and mattresses which are for sale - one year
(iv) All mats and mattresses which are demonstrated - six months
(v) Joint care, shoulder care, projectors, low frequency machines for sale - one year
(vi) Joint and shoulder care, projectors, low frequency machines for demonstration - four months
(vii) Beauty care equipment for sale - one year
(viii) Beauty care equipment for demonstration - three months
(9) The Distributor shall include product serial numbers or verification codes on all invoices raised which shall serve to identify any faulty products which may have been supplied to customers.
Article 15. Spare Parts
(1) The Distributor shall keep a sufficient level of spare parts in stock in order to provide an efficient after-sales service. The Company shall also advise the Distributor of required spare parts and any required stock and they shall be discussed and mutually agreed upon before orders are placed.
(2) The Company shall supply spare parts to the Distributor until the expiration of this Agreement. Insofar as the Distributor continues to purchase the Products under the terms and conditions hereunder, the prices the Distributor shall pay the Company for spare parts shall be at cost.
Article 16. Stock and After-Sales Service
(1) The Distributor shall maintain adequate stock levels of the Products to keep them available for immediate supply upon its customers’ demands.
(2) The Distributor shall maintain adequate stock levels of replacement parts, repair tools and facilities and provide trained service personnel to carry out after-sales service for its customers throughout the Territory.
(3) The Distributor shall be responsible for after sales service related to the Products. In the event the Distributor is unable to resolve any issues related to the repair of any products, the Distributor shall promptly submit in writing a report regarding the unresolved issue(s). The Company shall within a reasonable time make a decision regarding resolving the issue(s) in question. In the event any of the Products require to be returned to the Company, the Distributor shall be responsible for any costs related to the repair, including but not limited to forwarding costs, unless the Company makes a decision to the contrary.
(4) The Company shall support the after-sales service for a period not greater than two (2) years from the date of purchase, provided that the costs and expenses of such service shall be paid for by the Party whose error has caused the defects, or equally by both Parties if it is difficult to determine the Party whose error has caused the defects.
Article 17. Advertising and Sales Assistance
(1) The Distributor shall undertake at his/her own expense, sales, marketing, advertisement and sales promotions of the Products as directed by the Company and devote his/her best efforts towards obtaining the largest sales volume of the Products in the Territory.
(2) The Company shall supply the Distributor with information and materials necessary for advertising and for teaching the advantages of using the Products at cost.
Article 18. Distributor’s Responsibilities
(1) The Distributor shall not manufacture, purchase, sell, export, import, advertise or otherwise deal in products the same as, competitive with, or similar to the Products directly or indirectly through its Shops, Satellites, via the Internet Shop or Agents.
(2) The Distributor undertakes to accept responsibility for entering into legal Agreements between the Distributor and other parties in the event that they will become Satellites, Partners or Representatives of the Distributor and shall contain all the provisions, obligations and commitments of this Agreement hereto.
(3) The Distributor shall take part in training and education provided by the Company prior to starting business with the Company and shall achieve a Certificate of Competency, to understand the marketing of the Products, the System and Healing Methods. Furthermore the Company shall train and educate the Distributor's personnel at the Distributor’s expense.
(4) The Distributor shall devote time engaging in developing markets and distributing the Products in accordance with the terms and conditions of this Agreement, and shall not engage in a business competitive with the Products other than the distribution of the Products.
(5) The Distributor shall attend, at his/her expense, the Company's sales network meetings in the UK and/or overseas when invited.
(6) The Distributor shall conduct his/her business in an ethical, just and moral manner that will at all times reflect favourably upon the Company and its other Distributors. The Distributor shall not malign or degrade the Company or any other Distributor of the Company and will not make any false or misleading representation about the Company or other Distributors of the Company.
Article 19. Status of Distributor
(1) This Agreement does not in any way create the relationship of principal and agent between the Parties, and under no circumstances shall the Distributor be considered to be a representative or employee of the Company.
(2) The Distributor shall not act or attempt to act, or represent itself, expressly or implicitly, as a representative of the Company or in any manner assume or create, or attempt to assume or create, any obligation, liability, representation, warranty or guarantee on behalf of, or in the name of the Company.
(3) The Distributor shall at all times comply with all applicable laws, regulations, and orders of any government of the Territory or political subdivisions thereof relating to, or in any way affecting this Agreement and the Distributor's actions including obtaining any required licenses, permits or approvals.
Article 20. Information and Confidentiality
(1) The Distributor shall not disclose to any third party, without the prior written consent of the Company, or use for any purpose other than the performance of its obligations under this Agreement, any confidential information concerning the Products or business affairs of the Company (including, but not limited to, prices, terms and conditions of discount sales, customers, business systems and product specifications) which it receives directly or indirectly from the Company, or which it acquires or develops in the course of its dealings with the Company.
Article 21. Intellectual Property Rights
(1) The Distributor acknowledges that any and all trademarks, designs, copyrights, patents, and other intellectual property rights including production methods unpatented, used or embodied in or in connection with the Products (hereinafter referred to as "intellectual property rights") remain the sole property of the Company, and shall not challenge their validity or the Company’s ownership of them.
(2) Upon termination of this Agreement for any causes including expiration in accordance with Articles 14, 15 and termination in accordance with Article 16, the Distributor shall under no circumstance use brand names, intellectual property rights or the like owned by or in the name of the Company.
(3) The Distributor shall not alter, deface, remove, cover or mutilate in any manner, without the Company's consent, a trademark, a serial or model number or the Company's name attached or affixed to any of the Products.
(4) The Distributor acknowledges and respects any and all trademarks, designs, copyrights, patents, and other intellectual property rights registered by or in the name of the Company and/or its Directors or associates, in the Chinese Intellectual Property Office as well as the U.K. Copyright Office and the U.K. Patent and Trademark Office.
(5) The Distributor shall under no circumstances register, directly or indirectly, the industrial property rights referred to in Article 14 (1) and (4).
(6) If the Distributor should find any infringements of the Company's intellectual property rights, including, but not limited to, trademarks, copyrights or patents, by any third parties, the Distributor shall promptly inform the Company thereof and assist the Company to take steps to protect the Company’s rights.
(7) If the Distributor applies for or registers directly or indirectly the trademarks, patents, and any other industrial property rights pertaining to the Products or any other rights belonging to the Company, violating any clauses of Article 14, the Distributor must assume civil and criminal liability and pay a penalty of £500,000 to the Company, in addition to compensation for damages.
Article 22. Term and Renewal
(1) This Agreement shall be effective from the date signed by both Parties and remain in force for one year, unless terminated earlier, as provided in Article 16.
(2) This Agreement shall renew automatically at the expiration of the first, one year term, unless thirty days’ written notice is provided by either of the parties in the event that (a) the Distributor is in breach of this Agreement or (b) the Distributor wishes to relinquish the Distributorship.
Article 23. Termination
(1) In the event that the Distributor commences any proceedings under any bankruptcy or insolvency laws or any such proceedings are actioned against it by a third party, the Company shall have the right to terminate this Agreement upon written notice to the Distributor.
(2) The Company may terminate this Agreement by giving written notice if:
(a) the Distributor transfers the business (or management) of all or part of the business and/or the Products, or assigns all or any rights, titles or obligations under this Agreement to a third party, without prior reasonable written consent of the Company,.
(b) The Distributor materially breaches any provision of this Agreement.
(c) The Distributor directly or indirectly cooperates with, or has a business relationship with a person, persons or entities involved in products competitive or similar to those of the Company.
(c) The Company has conclusive evidence that the Products have been or are being adversely marketed in the Territory and/or via the Internet Shop.
This provision does not limit any other rights of termination that the Company may have against the Distributor under contract law.
(3) In the event that this Agreement has expired or been terminated in accordance with Articles 15 or Article 16, the Distributor must immediately pay to the Company, all financial liabilities arising from this Agreement.
(4) Termination or expiration of this Agreement shall not exempt the Distributor or its Assignee(s) from any obligations under this Agreement or damages resulting from breach of this Agreement.
(5) Upon termination of this Agreement, the Distributor may return all new and unopened Company Products to the Company with an inventory specifying the Products in stock.
(6) The Company shall remunerate the Distributor for the returned Products 100% (one hundred per cent) for unused Products in unopened boxes.
(7) Upon termination of the Agreement in accordance with Article 16 (1), (2) or (3), the Party who breaches this Agreement shall compensate the other Party for any damages incurred by termination of this Agreement.
(8) Neither Party shall be liable for any default or delay in performance of all or any part of this Agreement due to force majeure, (occurrences, such as war, revolution, riot, strike or any labour dispute, fire, flood, typhoon, governmental restriction), or any other cause beyond that Party’s control, provided that immediate notice of the said delay is given to the other Party. The affected Party shall give notice of the existing and expected future circumstances to the other Party, and shall perform its obligations with all due speed immediately after the cause is removed.
Article 24. Governing Law
The validity, construction and performance of this Agreement shall be governed and interpreted by the laws of England, Scotland, Northern Ireland and Wales. Any agreement (including this contract) executed between the Company and the Distributor is deemed to have been executed in England, in all matters including, but not limited to obligation, interpretation, validity, performance or termination. All provisions of this contract are severable, and this contract shall be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained herein, and all partially valid and enforceable provisions shall be enforced to the extent valid and enforceable.
Article 25. Miscellaneous
(1) Unless otherwise provided in this Agreement, all notices required or permitted to be given hereunder shall be in writing and shall be deemed duly given if dispatched by registered mail (postage prepaid), courier service, or delivered personally.
(2) This Agreement constitutes the entire understanding between the two Parties with regards to the subject matter hereof. No amendment, modification or alteration of any terms of this Agreement shall be valid unless made in writing and signed by both Parties or duly authorised representatives of each Party hereto.
(3) This Agreement shall not be assigned to any third Parties without prior, reasonable written consent of the other Party, and shall be binding upon the Parties, their assignees and successors.
(4) All waivers hereunder must be in writing.
(5) If any one or more of the provisions contained in this Agreement shall be declared invalid, illegal, or unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions contained herein shall not be affected. The Parties hereto are obliged to reach the intended purpose of the invalid provision by a new, valid and legal stipulation.
(6) The section headings herein are included for purposes of convenience only and shall not affect the construction or interpretation of any of the provisions of this Agreement.