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General Terms of Business

Strategic Partner's Undertakings

The Strategic Partner undertakes and agrees with the Client that at all times during the Term it will:

  1. Use its best endeavors to promote the distribution and sale of the Products in the whole Territories allocated,

  2. Employ a sufficient number of suitably qualified personnel to ensure the proper fulfillment of the Strategic Partner’s obligations under this agreement,

  3. Submit written reports at regular intervals to the Client, showing details of sales, service stock, outstanding customer orders and orders placed by the Strategic Partner with the Client that are still outstanding, and any other information relating to the performance of its obligations under this agreement that the Client may reasonably require from time to time,

  4. Keep full and proper books of account and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Products,

  5. The Strategic Partner will always be available to contact on a more informal basis by the Client via email, WhatsApp and Video Calls at times to suit both parties.

Supply of Products

  1. The Client undertakes to all reasonable endeavors to meet all orders for the Products forwarded to it by the Strategic Partner in accordance with the Client’s terms of delivery.

    • But where orders are significantly in excess of those forecasted, the Client shall be entitled to an extended delivery time if the Strategic Partner is told that such may be necessary within ten days of the order being received.

  2. The Client may make changes to the specifications of the Products, provided the changes do not adversely affect the quality of the Products,

  3. The Client shall give notice of any change to Product specifications to the Strategic Partner as soon as reasonably practicable,

  4. The Client must consult the Strategic Partner to the implementation of any material changes proposed to be made to products and or their labelling with the Strategic Partner as this may adversely affect sales.

Client's Undertakings

The Client agrees that at all times during the Term it shall:

  1. Supply the Products only to the Strategic Partner for resale in the Territories and not supply the Products to any other third party other than Reserved Customers in the Territories,

  2. Restrict other Strategic Partners to which it sells the Products from making active sales in the territories reserved for the Strategic Partner,

  3. Approve or reject any promotional information or material submitted by the Strategic Partner within 14 days of receipt,

  4. The Client shall seek prior approval from the Strategic partner that the Products and labeling requirements are acceptable for sale in the Territory,

  5. The Client shall make reasonable commercial efforts to supply the Products to the Strategic partner for resale in the Territory in accordance with the Strategic Partner’s forecasted requirements.

Prices & Payment

  1. The Client shall give the Strategic Partner sixty days’ notice (60 days) in writing of any increase in the prices for the Products. Any expenses, costs and charges not forming part of this agreement and incurred by the Strategic Partner in the performance of its obligations under this agreement shall be paid by the Client following mutual agreement between the Client and the Strategic Partner,

  2. As consideration for the provision of the Services by the Strategic Partner, an agreed monthly fee. The Strategic partner will invoice this once a month in advance and the Client agrees to pay the price to the Strategic Partner within the payment terms stated on the invoice. Payment of the invoice is agreed on the following basis: for example, for the invoice period running from 1st April – 30th April, the invoice will be due on or before the 1st April,

  3. The agreed upon commission to be paid to Strategic Partner according with each PO payment terms.

Advertising & Promotion

  1. The Client shall make reasonable commercial efforts to participate with the Strategic Partner in fairs, exhibitions, and similar events in the Territories, but shall be under no obligation to do so unless such participation is agreed by the parties in writing sufficiently in advance of each event to enable proper preparation by the parties,

  2. The Client shall promote the existence of it having a Strategic Partner for any of the areas comprised in the Territories on the client’s website, stating the territories which the Strategic Partner covers. The Client also agrees to promote the existence of the Strategic Partnership in the Territories on their website and social media. The Strategic Partner agrees to promote the client’s products on their website and social media,

  3. The Client agrees to refer any sales leads in the Territories to the Strategic Partner and to notify the Strategic Partner within 5 working days of all enquiries made, providing as much detail as it is aware of. The Strategic Partner agrees to refer any sales leads outside the Territories to the Client and to notify the Client within five working days of all enquiries made, providing as much details as it is aware of.

Compliance with Laws and Regulations

  1. The Strategic Partner shall give the Client as much advance notice as reasonably possible of any prospective changes in the Local Regulations,

  2. On receipt of notification from the Strategic Partner of any changes in Local Regulations, the Client shall endeavor to ensure that the Products or the labeling (which is to be in either English or the appropriate language of the country) or packaging shall comply with any change in the Local Regulations by the date of implementation of that change, or as soon as is reasonably possible afterwards.

  3. If required client agrees to pay import duties, registration fee to comply with countries regulations. Strategic partner agrees to transparency for any additional costs to client before undertaking any purchase orders.

Product Liability Insurance

  1. During the Term, the Client shall maintain product liability insurance with a reputable insurer of a reasonable amount that shall cover any and all liability (however arising) for a claim that the Products are faulty or defective,

  2. The Client shall provide a copy of the insurance policy to the Strategic Partner on request.

Force Majure

  1. Force Majeure Event means any circumstance other than that relating to the payment of money when due not within a party’s reasonable control including, without limitation,

    • i.  Acts of God, flood, drought, earthquake or other natural disaster

    • ii.   Epidemic or pandemic

    • iii.  Terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations

    • iv.   Nuclear, chemical or biological contamination or sonic boom

    • v.   Any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition

    • vi.   Collapse of buildings, fire, explosion or accident

    • vii.   Any labour or trade dispute, strikes, industrial action or lockouts

    • viii.   Non-performance by suppliers or subcontractors

    • ix.   Interruption or failure of utility service

  2. If a party is prevented, hindered or delays in or from performing any of its obligations under this agreement by a Force Majeure Event, the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly,

  3. The affected party shall as reasonably practicable after the start of the Force Majeure, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.

Agreed Territories

  1. This Agreement covers the following prior agreed territories.

  2. All sales that are made by either the Client or the Strategic Partner for the agreed territories but through local buying offices, are included as a sale under this agreement and will be treated the same as if the sale were made directly to the customer in the agreed territories with the Strategic Partner applying their relevant on-cost. For example, a sale is made for a retailer in the UAE through an Australia based buying and consolidation office.

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