These Terms and Conditions, together with the Term Sheet, form the Agreement between the parties. Where there is no accompanying Term Sheet, these terms will continue to apply as the conditions of sale, and Customer will be the party named on the invoice for the Products.



  • Whenever used in this Agreement, the following terms shall have the following meanings respectively, unless otherwise specified:
    • “Affiliate” of a party means any Person which directly or indirectly controls, is controlled by, or is under common control with, such party; as used herein, the term "control" or “controls” means possession of the power to direct, or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, law or otherwise, and the term “controlled” shall have the meaning correlative to the foregoing.
    • “Agreement” means this distribution agreement, the recitals set forth in the preamble herein, and all schedules attached hereto, as well as all amendments, additions, restatements or modifications made hereto and thereto and all other documents incorporated herein or therein by reference, all of which are hereby made an integral part of and will be read as if included within the text of this distribution agreement;
    • “Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
    • “Confidential Information” means any and all information, documentation or knowledge in any form, relating to the business and assets of either Party, not generally known to the public, disclosed to, or which may be obtained directly or indirectly by, the other Party , or which may be derived in any way by it as a consequence of the performance of its obligations hereunder, including, without limitation, information relating to respective Party’s present and contemplated products and services; product designs; inventions, improvements; standards, specifications, systems, methods and operating procedures; techniques and modes of manufacturing, compounding or preparing products, formulations and recipes; merchandising, marketing plans and strategies; tests and reports; profits, costs, pricing, product sourcing and sales policies and strategies; buying habits and preferences of present customers of the Party as well as prospective and potential customers, their names and addresses; trade secrets, know-how, data, research and development; patent, trade-mark, copyright, industrial design and all other intellectual property and proprietary rights and shall also include terms of this Agreement;
    • “Commercial Customer” means any other purchaser, including sub-distributors and businesses who the goods are subsequently supplied to for commercial purposes, but not an end-user of the products (a Retail Customer) but together these are referred to as ‘customers’;
    • CUSTOMER” means the distributor or retailer named on the accompanying Term Sheet, or where there is no Term Sheet, then the Customer who is listed on the SUPPLIER’s invoice for the
    • “Effective Date” means the date entered at the heading of this Agreement;
    • "Latent Defect" means a defect in any Product which was caused by SUPPLIER in the manufacturing process or otherwise or in the design or packaging of the Product, which renders it not useable in the ordinary course of the business of CUSTOMER or not fit for its intended purpose and that is not identifiable by a basic examination of such Product;
    • “Margin of Variance” means the permitted shortfall within any month’s order during the term as agreed in the Term Such shortfall to not serve to prejudice against the CUSTOMER in this agreement;
    • “Minimum Annual Performance Requirements” means those minimum annual performance targets required to be satisfied by the CUSTOMER as set out more specifically in the Term Sheet attached hereto, or where a term is less than one year, then as defined by the specific periods stipulated in the Term Sheet;
    • SUPPLIER” means Dinner Lady Fam LTD, of GM House, Wilkinson Way, Blackburn, BB1 2EH.
    • “Person” means any person, individual, firm, association, syndicate, partnership, joint venture, trustee, trust, corporation, division of a corporation, unincorporated organization or other entity or a government agency or political subdivision thereof;
    • “Product” means the finished goods products manufactured and sold by SUPPLIER as set forth more specifically in Schedule “A” attached hereto as the same may be supplemented by SUPPLIER, from time to time, and agreed with DISTRIBUTOR;
    • “Retail Customer” means an end user of the Products, who purchases the Products from a retail location managed or operated or supplied by the CUSTOMER, and may be a direct customer of the CUSTOMER, or otherwise a customer of a Commercial Customer supplied by the CUSTOMER;
    • “Term” means the term of this Agreement as set forth in the Term Sheet, which comprises the Initial Term and any subsequent Renewal Term or Rolling Term;
    • “Territory” means the territorial country or region defined in the Term Sheets under Territory of Distribution; and
    • “Trade-marks” means all the trade-marks and trade names, whether or not registered, which are owned and used by or under license from SUPPLIER and which appear on the Products or advertising for the Products, including without limitation, the trade-marks “Dinner Lady, Vape Dinner Lady, V-Family, Core, Summer Holidays, Premium League, and Lemon Tart” as well as any others which may be developed from time to time by the SUPPLIER.



  • SUPPLIER hereby grants to CUSTOMER and CUSTOMER hereby accepts from SUPPLIER the right to distribute the Product in the Territory, upon and subject to all terms and conditions set forth in this Agreement and specifically as detailed in the Term Sheet. CUSTOMER covenants and agrees to purchase the Product for its own account exclusively from SUPPLIER and to market, distribute and sell such Product only in the CUSTOMER acknowledges and agrees that the rights granted pursuant to this Agreement are limited to the Territory and confer no rights upon CUSTOMER with respect to the distribution of any Product outside the Territory, and nothing in this Agreement shall restrict SUPPLIER from selling Product to any other Person inside or outside the Territory, save for the additional conditions granted within the Term Sheet. Without limiting the generality of the foregoing, CUSTOMER shall not, directly or indirectly, including through any agents, distribute or sell any Product outside the Territory and shall not solicit orders for Product, advertise the Product or keep any stock of the Product outside the Territory. CUSTOMER further covenants and agrees not to distribute, market or sell such Product to any Person within the Territory if CUSTOMER knows or has any reason to believe that such Product will be resold by such Person, directly or indirectly, outside the Territory. If CUSTOMER becomes aware that any Person to whom CUSTOMER supplies any Product is marketing or selling, or is planning to market or sell, the Product outside the Territory, CUSTOMER shall immediately notify SUPPLIER and shall cease forthwith to supply such Person with Product.
  • CUSTOMER covenants and agrees that all enquiries with respect to and any orders for Product received, directly or indirectly, by CUSTOMER from outside the Territory shall be referred to SUPPLIER.
  • CUSTOMER agrees to provide to SUPPLIER from time to time, and promptly upon request by SUPPLIER, a list of the different distribution channels in which Product is being distributed or intended to be distributed by CUSTOMER, the names of sub- distributors engaged by CUSTOMER .
  • This Agreement is restricted only to the Products as described in the Term Sheet or any accompanying Schedule, and not to any other product manufactured by the SUPPLIER.
  • Where noted on the Terms Sheet, CUSTOMER may market the Products at their own locations within the Territory, expressly for the purpose of sale to Retail Customers, only.
  • The SUPPLIER may from time to time, as a result of their marketing activities and own expenses, generate leads amounting to other interested Commercial Customers. SUPPLIER will refer these potential customers to CUSTOMER who will seek to enter a business relationship with these potential Customers. A report on the outcome of any such referral is required within a reasonable timeframe, and in no more than 14 days.



The SUPPLIER covenants to not supply the Product to any other Person within the Territory should there be Exclusivity terms detailed in the Term Sheet of this Agreement.



The initial term of this Agreement shall come into effect on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, and will be as defined in the Term Sheet.



  • During the Term, CUSTOMER shall purchase all of its requirements of Product exclusively from SUPPLIER, and SUPPLIER shall sell such Product to CUSTOMER upon and subject to the terms of this Agreement.
  • CUSTOMER shall place a firm written order with SUPPLIER as described in the Term Sheet.
  • The risk of loss and damage to Product shall pass to CUSTOMER immediately upon Product leaving the warehouse of the SUPPLIER and being handed to the appointed transport or delivery agents, except where alternative terms are agreed between the Parties. Where delivery is arranged by the SUPPLIER, this will be reflected in the price or other commercial terms as agreed. For the avoidance of doubt, CUSTOMER will be the importer of record into the Territory for all Product purchased by it and will be responsible for the accuracy of the information presented for the payment of all duties and taxes.
  • CUSTOMER shall anticipate its future requirements for Product and shall purchase and keep sufficient stock of Product on hand and shall maintain adequately trained and experienced sales staff as well as appropriate premises and warehouse facilities and equipment (including vehicles) for stocking and sales of the Product in order to meet the Territory market demand.
  • SUPPLIER grants CUSTOMER a defined Margin of Variance to Minimum Annual Performance Requirement, as defined in the Term



  • Subject to and in accordance with the terms and conditions hereof, SUPPLIER agrees to sell to CUSTOMER, and CUSTOMER agrees to buy from SUPPLIER, the Product at the prices set forth in the Term Sheet, or as otherwise set out on a commercial

invoice. Prices of the Product are in the agreed currency. All charges that may be incurred in connection with the delivery of the Product to CUSTOMER are to be agreed, or otherwise arranged and paid for by the CUSTOMER directly.

  • SUPPLIER shall not be obligated to consider accepting any order placed by CUSTOMER unless, prior to or together with such order being placed by CUSTOMER, CUSTOMER shall make payment to SUPPLIER in any on-order amount due as detailed in the Term Sheet, or upon payment of invoice in full where there is no Term Sheet.
  • Notwithstanding that SUPPLIER may have accepted an order for Product pursuant to this Agreement following compliance by CUSTOMER with Clause 6.2 above, SUPPLIER shall not be obligated to ship such Product to CUSTOMER unless, prior to the expected time of such shipping, CUSTOMER shall make any additional payment to SUPPLIER of the remaining balance of any pre-shipping balance required with reference to the Term Sheet.
  • SUPPLIER shall have the right, in its sole discretion, to revise its prices listed in the Term Sheet, it being understood that any such revision shall only be effective upon fourteen (14) days’ written notice to CUSTOMER, whereupon at the end of such notice period, any such revised price shall be effective immediately without further notice and shall be deemed to form part of the price list set forth in the Term Sheet.



The CUSTOMER understands and acknowledges that until the Invoice for an Order has been paid to the SUPPLIER in full, the Products in that Order will remain the property of the SUPPLIER, at all times, and the CUSTOMER will hold them on trust for the SUPPLIER. In the event of non-payment of the Invoice from the SUPPLIER within the payment terms set, the CUSTOMER recognizes that the Products in the order will be recoverable by the SUPPLIER at the CUSTOMER’s cost in addition to any additional entitlements that the SUPPLIER may be able to recover from the CUSTOMER for such non-payment.



  • SUPPLIER guarantees that the quality of Product supplied under this Agreement shall meet, at the time of dispatch to CUSTOMER, which for greater certainty is the time when Product is picked up by CUSTOMER, its agent or a transport carrier at SUPPLIER’s warehouse, the same quality and standards as Product sold to SUPPLIER’s customers in Europe and the United Kingdom, or as otherwise agreed for sale in the Territory. Thereafter, CUSTOMER shall be responsible for any diminishment in the quality of the Product in its possession, whether caused by improper transport or storage of such Product or for any other reason whatsoever.
  • CUSTOMER shall, promptly following receipt of the Product, examine such Product and satisfy itself that it meets its To be valid, any claim in respect to short- shipment or for defective Product (other than with respect to Latent Defects) must be made in writing by CUSTOMER to SUPPLIER within ten (10) Business Days (“Investigation Period”) of the date such Product arrived at CUSTOMER’s warehouse. If CUSTOMER has not notified SUPPLIER that it has rejected any Product as defective by the end of the Investigation Period, then it shall be deemed to have accepted the Product (“Accepted Product”). If SUPPLIER agrees with CUSTOMER that any rejected Product is defective, SUPPLIER will at the SUPPLIER’S cost replace such defective Product with replacement Product free of defect.
  • For the purpose of Clause 8.2 above, in the event of a Latent Defect arising, the Investigation Period will commence from the date that the CUSTOMER first became aware of the Latent
  • Any Product replaced by the SUPPLIER will be shipped concurrent to CUSTOMER’S next order where reasonable and cost effective, however such timeline to be agreed on a matter by matter basis if this is not possible (i.e. owing to no further orders by CUSTOMER).



  • CUSTOMER shall provide SUPPLIER with all necessary information pertaining to packaging and packaging labelling with respect to the local requirements in jurisdiction within the
  • CUSTOMER will use its best efforts to ensure that warehousing and transportation to and within the Territory are affected in such a manner so as not to have a negative effect on the quality of the Product. The physical flow for retail replenishment and stock rotation of Product from the warehouse shall be based on a first-in, first-out system.
  • Without limiting the generality of the foregoing, CUSTOMER undertakes to perform, at its sole expense, the following services and activities in connection with and for the benefit of maintaining Product:
    • suitable warehousing with appropriate climate control as it is stated in Term Sheet; and
    • stacking the Product so as not to exceed SUPPLIER’s prescribed standards with respect thereto.
  • CUSTOMER shall assume full responsibility for and shall indemnify and save SUPPLIER harmless from any direct or indirect damages, claim, liability, direct or indirect loss or expense which SUPPLIER may suffer or incur by reason of CUSTOMER’s stocking, warehousing, storage, handling, sale and/or distribution of the Product.



  • It is acknowledged by both parties hereto that the import and distribution of Product in the Territory may be dependent upon prior registration of such Product with the appropriate local government authority in the Territory. CUSTOMER shall investigate and so advise SUPPLIER in this regard and, should Product registration or other market authorization be required to import and sell Product in the Territory, SUPPLIER acknowledges and agrees that it shall be responsible for securing the registration of the Product or other market authorization, as the case may be.
  • CUSTOMER will not, unless requested to do so in writing, submit an application for such authorizations on behalf of the SUPPLIER. If so requested, the CUSTOMER shall keep SUPPLIER informed in writing of the progress of any required application for registration, and any proposed submissions relating to such Product registration must be forwarded to SUPPLIER for its approval prior to being submitted to the appropriate government authority. Thereafter, upon registration of the Product, CUSTOMER will inform SUPPLIER and provide copies and official government receipts in respect thereto. Upon receiving the official registration documents and the receipts evidencing payment in full for such registration by CUSTOMER, in SUPPLIER’s name, SUPPLIER will reimburse CUSTOMER for the cost of such Product registration where such reimbursement is CUSTOMER agrees that it will be responsible for the cost of any Product registration that is submitted without the prior approval of SUPPLIER.
  • SUPPLIER shall retain title to all Product registrations, copyrights, Trade-marks, and all other intellectual property rights, whether registered or unregistered.
  • To the extent that Product registration has been effected in the name of CUSTOMER, CUSTOMER will co-operate fully in the transfer of such registrations to SUPPLIER or any Person designated by



  • CUSTOMER will sell all Product purchased hereunder in compliance with all applicable laws in the Territory and only in the packaging supplied or approved by SUPPLIER, and subject to the distribution restrictions detailed in Term CUSTOMER is responsible for marketing and promotional activities in the Territory and for compliance with all applicable laws and regulations, including, without limitation, laws and regulations regarding health and safety, nutritional medicinal products, marketing practices, etc. CUSTOMER represents and warrants that it has obtained all permits, licences, registrations and other approvals required by every national, local or municipal government or agency, in respect of the performance of CUSTOMER’s obligations under this Agreement.
  • CUSTOMER shall use its best efforts, at its own expense, to market, promote and sell the Product in the Territory and shall use the same channels and methods and exercise the same diligence, including making regular and sufficient contact with present and prospective customers of Product in the Territory, which CUSTOMER uses in marketing its other non-competing All advertising by CUSTOMER in any medium shall be conducted in a dignified manner that will reflect favourably upon the goodwill and reputation of SUPPLIER, and shall conform to the highest standards and shall display the Trade-marks only in a manner approved by SUPPLIER. CUSTOMER shall forward to SUPPLIER copies or samples of all advertisements and promotions for its approval and CUSTOMER agrees to withdraw any advertisements or promotions which are considered unsuitable by SUPPLIER. CUSTOMER further acknowledges that all advertising and promotional materials relating to the Product or bearing the Trade-marks shall remain the property of SUPPLIER who shall retain the sole and exclusive ownership of all copyright therein.
  • Notwithstanding Clause 2, SUPPLIER may provide, in its sole and absolute discretion, a marketing allowance to offset costs associated with CUSTOMER’s performance of its obligations set forth in Clause 11.2, the details of which marketing allowance, if any such allowance is provided, shall be communicated to CUSTOMER by SUPPLIER separately, it being understood that SUPPLIER shall have the right in its sole discretion to amend or discontinue any such marketing allowance, upon thirty (30) days’ written notice to CUSTOMER. SUPPLIER may opt to perform additional marketing of the Products of it’s own volition, which shall be permitted.
  • The determination of sales and marketing strategies and CUSTOMER’s selling prices for the Product within the Territory shall be the responsibility of CUSTOMER, after consultation with SUPPLIER who may provide CUSTOMER with a suggested sale price list as well as advice in regard to business processes, sales policies, procedures and systems, marketing programmes and While CUSTOMER is under no obligation to accept such suggested sale prices for Product, it shall ensure that the retail prices of the Product are as competitive as possible so as to maximize and increase the sales of Product in the Territory. CUSTOMER shall report regularly to SUPPLIER in regard to any market trends or conditions or regulations affecting or which may affect the sale of Product in the Territory that come to its attention, or of any new products which might be competitive with the Product, providing details thereof including prices and copies of any known promotional materials, and any potential infringements, and will submit to SUPPLIER annually, not less than sixty (60) days before the anniversary of the Effective Date, its business plan for the upcoming year, including an analysis of markets, competition and competitors’ activities, planned promotional activities and CUSTOMER’s estimate of sales by month for the upcoming year. CUSTOMER will also, upon

request by SUPPLIER, furnish such further information concerning CUSTOMER’s business and operations as SUPPLIER in its sole discretion deems necessary from time to time.

  • In performing its duties hereunder, CUSTOMER agrees not to make any representation or give any warranty with respect to any of the Product other than those contained in any current brochures, leaflets or other printed matter relating to such Product, which may be issued from time to time by SUPPLIER. In the event that CUSTOMER does make any representation or warranty in violation of the foregoing, then CUSTOMER agrees to indemnify and save SUPPLIER harmless from any claims, demands, suits, proceedings, damages, liabilities, costs or losses of any nature or kind whatsoever (including any legal costs) suffered or incurred, or which may be suffered or incurred, by SUPPLIER arising out of or in any way connected with any such representation or warranty.



12.1. Where the CUSTOMER operates, either directly, or as part of a group of Companies or as an Affiliate, any retail locations which seek to market and sell the Products directly to Retail Customers, the CUSTOMER shall ensure all relevant legislation in the Territory is followed for the sale of restricted Products, including age restrictions, and carrying out such checks and verifications as required by good practice and law within the Territory, and taking all actions necessary to prevent the sale of the Products to any persons which would be considered unlawful, or would otherwise reflect poorly on the image of the SUPPLIER due to the reckless actions of the retail locations of the CUSTOMER.



  • For the duration of this Agreement, in addition to any other obligations set forth herein, CUSTOMER shall:
    • use its reasonable efforts in the performance of its obligations under this Agreement, including without limitation, in respect to the active solicitation of orders in the Territory for the purchase of Product;
    • commit and adhere to the highest standards of operation;
    • comply with and cause any sub-distributors or other Persons appointed by it to comply with all applicable laws, rules, regulations and/or guidelines in the Territory relating to the use, storage, handling, transportation, marketing, advertisement, distribution, sale, transfer and/or disposal of the Product, as well as with the terms and conditions of this Agreement; and
    • keep complete and accurate records with respect to any and all Product purchased from SUPPLIER and sold by CUSTOMER in the Territory, and CUSTOMER shall provide to SUPPLIER, on a monthly basis, a written sales and inventory report setting forth a summary of all sales by CUSTOMER to Retail and Commercial Customers in the previous month (and year to date), as well as a summary of inventory on hand, in order to be received by SUPPLIER no later than fifteen (15) days after the end of the month to which such figures pertain, such information to be treated as Confidential by the SUPPLIER.



  • Each Party represents and warrants to the other Party, acknowledging that the other Party is relying upon such representations and warranties in connection with its entering into this Agreement, as follows:
    • it is a valid subsisting corporation incorporated pursuant to the applicable laws;
    • it has all requisite power and authority to execute and deliver this Agreement and has all necessary power and authority to perform its obligations as set out herein, and this Agreement is signed and executed by a Person suitably capable and authorized to execute it by the Party;
    • the entering into of this Agreement will not result in the violation of any of the terms and provisions of any agreement, written or oral, to which the relevant Party may be a party;
    • the execution and delivery of this Agreement has been duly authorized by all necessary action on the part of the Party and this Agreement, when duly executed and delivered by the Party, will constitute a legal and binding obligation of CUSTOMER enforceable in accordance with its terms;
    • the performance by the Party of all its obligations hereunder, including the sale of the Product, will be conducted in compliance with all applicable laws; and
    • CUSTOMER possesses a readily available and extensive sales network in the Territory.
  • The SUPPLIER represents and warrants that neither it, nor any of its beneficial owners or shareholders or directors, employees, or to its knowledge any of its agents, representatives or any other person working on its behalf on any business involving the Products is subject to any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively “Sanctions”). The SUPPLIER does not directly or indirectly sell product to an entity, individual, country or territory that is subject to any such
  • The SUPPLIER shall be committed to developing responsible and sustainable policies in its operations and being compliant with anti-bribery and corruption rules and The SUPPLIER undertakes that it shall not directly or indirectly, through or by a sub-contractor, agent or other intermediate, accept, offer to pay, pay or give anything of value to/from any government employee or official, any political party official or candidate, or any employee or official of any international organization or any other individual or legal person or entity, with the intent of improperly influencing, obtaining or retaining business or to securing any improper advantage or necessary government licenses and approvals for the importation, warehousing, sale, marketing, promotion or distribution of the Product in the Territory.
  • By entering into this Agreement the SUPPLIER undertakes to (i) maintain a compliance policy (which requires compliance with all applicable laws, accurate book and recordkeeping, due diligence on retained third parties, and training), and implement other controls necessary to ensure compliance, (ii) undertake compliance training for those of its employees working on any business involving CUSTOMER under this Agreement, (iii) readily present proof of compliance through documents or any other form sufficient to prove compliance upon reasonable request from CUSTOMER.



  • The Product will be marketed and sold by CUSTOMER solely under the Trade-marks. CUSTOMER will not alter, obscure, remove, cancel or otherwise interfere with any markings (including without limitation any Trade-marks, logos, trade names or trading style of SUPPLIER) and other indications of origin, which may be placed on Product. CUSTOMER acknowledges that SUPPLIER is the exclusive owner of the Trade- marks and CUSTOMER has no right, title or interest whatsoever in the Trade-marks and any goodwill association therewith and that all goodwill associated with the Trade-marks is owned by and shall pass exclusively to and for the benefit of SUPPLIER. Furthermore, CUSTOMER agrees not to represent in any manner

that it has acquired any ownership rights in the Trade-marks. Any goodwill enjoyed by CUSTOMER from use of the Trade- marks shall vest in and become the absolute property of SUPPLIER and CUSTOMER undertakes and agrees, at the request and expense of SUPPLIER, whether before or after termination of this Agreement, to execute all such instruments and to do all such acts and things as may be necessary and desirable to vest absolutely in SUPPLIER all such Trade-marks and the goodwill therein. CUSTOMER shall, during the Term of this Agreement and subject to due compliance with the provisions of this Clause 15, have the right to use and display SUPPLIER’s Trade-Marks and copyrighted material in the Territory solely in connection with the marketing, sale, distribution and support of the Product in such Territory in accordance with the terms of this Agreement and, except as may be otherwise permitted in writing by SUPPLIER, for no other purpose whatsoever. It is the responsibility of CUSTOMER to ensure that the packaging materials for Product are in conformity with all applicable legislation in the Territory.

  • In connection with the foregoing, CUSTOMER covenants and agrees as follows:
    • to market, distribute and support the Product only under the Trade-marks, and not under any other trade-mark or logo of any other Person;
    • to obtain from SUPPLIER written approval for all promotional material, alternative product packaging including, without limitation, blister packaging and cartons, and to comply with all instructions issued by SUPPLIER relating to the form and manner in which SUPPLIER’s Trade-marks shall be used and to discontinue forthwith, upon notice from SUPPLIER, any practice relating to the use of SUPPLIER’s Trade-marks which in SUPPLIER’s opinion would or might adversely affect the rights or interests of SUPPLIER in such Trade-marks;
    • to conduct business in a manner that reflects favourably at all times on the Product and reputation of SUPPLIER in order to develop, promote and maintain same with customers and to protect and preserve the goodwill and image of SUPPLIER and the Product;
    • not to use or permit any entity controlled by it or affiliated with it to use the Trade-marks or any other trade-marks or trade names or trade dress of SUPPLIER or any trade-marks, trade dress, words, names, symbols, or designs which could reasonably be expected to be considered confusingly similar thereto, as part of its corporate or trading name or style, or on any of its products;
    • not to infringe SUPPLIER’s rights in and to any of the Trade- marks and not to dispute, contest, attack or impair the validity or ownership of the Trade-marks or do any act which tends to impair the validity of the Trade-marks or the title of SUPPLIER to any Trade-marks, trade names, copyrights and registrations used in connection with the Product, nor to effect any applications or registrations thereof without the express written consent of SUPPLIER, and not to take any action to the detriment of SUPPLIER’s interest therein or which would or could dilute the value of the goodwill attaching to the Trade-marks;
    • not to effect or permit the removal, renewal or alteration of any Trade-marks, trade names, notices, name plates, or D.I.N.’s or NPN’s or serial numbers affixed to any of the Product or its packaging;
    • not to register any domain or website which is similar or infringing upon any Trade-mark of the SUPPLIER, except with the express permission of the SUPPLIER, and to assign to the SUPPLIER, on request, at the CUSTOMER’S own cost, all ownership or rights in such infringing domains or websites; and
    • to impose similar conditions on any Representatives or affiliated companies of CUSTOMER to those set out in this Clause 15 and to take such action as SUPPLIER may require at any time in respect to the use by any other Person of SUPPLIER’s Trade-
    • CUSTOMER agrees that the provisions under this Clause 15 are reasonable having regard to the necessity of SUPPLIER to protect its ownership rights in the Trade-marks and that any breach of the terms contained under this Clause 15 shall be deemed a material breach of this Agreement and in addition to any other remedies which may be available to it, SUPPLIER shall be entitled to enforce its rights hereunder by specific performance or other injunctive or equitable relief so as to protect all its rights in and to its Trade-marks.



  • When and if required, SUPPLIER will furnish CUSTOMER the necessary information so that CUSTOMER can fulfill its obligations hereunder regarding the registration of the Product to be distributed in the Territory. This information shall constitute part of the Confidential Information defined in Clause 1(iv).
  • From time to time, SUPPLIER may periodically provide CUSTOMER with new or up-graded data that has become available, documentation, tests, reports or other pertinent information relating to the Product or otherwise, which information will also form part of the Confidential Information and which will assist in keeping CUSTOMER knowledgeable in regard to the Product and maintaining a competitive edge in the marketing and sales of the Product.
  • Each Party acknowledges that in its relationship with the other Party and/or by virtue of the performance of this Agreement, it and/or its employees, shareholders, officers, directors, principals, agents and contractors (collectively, “Representatives”) will be and shall hereafter continue to be entrusted with Confidential Information, the disclosure of any of which to competitors of the other Party or to the general public would be highly detrimental to the best interests of that Party. Each Party further acknowledges that the right to maintain confidential such Confidential Information constitutes a proprietary right of the other Party, which that Party is entitled to protect. Accordingly, and notwithstanding anything to the contrary herein expressed, each Party covenants and agrees with the other Party:
    • that it shall not use or copy, or permit the use or copy of any of the Confidential Information, directly or indirectly, for any purpose other than the discharge of its duties and obligations arising from its obligations hereunder and only in the best interests of the other Party;
    • that it will maintain the absolute confidentiality of the Confidential Information and that it will not (without the prior written consent of the other Party) either individually, or in partnership or jointly, or in conjunction with any other Person, as principal, agent, shareholder, or in any manner whatsoever, disclose, reveal, release, utilize, sell, assign, supply, or transfer to any person at any time, any of the Confidential Information, except to the extent necessary to discharge its duties and obligations relating to its appointment hereunder and only in the best interests of the other Party;
    • that it will take all necessary action and will do all that is reasonably within its power to prevent the disclosure, release or supply of any of the Confidential Information to any Person, including by any of its Representatives, except to the extent necessary to discharge its duties and obligations hereunder and only in the best interests of the other Party; and
    • in furtherance of the above, each Party will advise its Representatives, and any other Persons who are given access to the Confidential Information, of the confidential and proprietary nature of the Confidential Information and of the restrictions

imposed by this Agreement and, if appropriate, shall require each of them to signify in writing their agreement to abide by the terms of this Agreement and maintain the confidentiality of the Confidential Information. Notwithstanding any such agreement, by any of such Representatives, each Party acknowledges that it shall be fully responsible and liable to the other Party for direct damages and costs suffered or incurred by it as a consequence of any breach by any of Party’s Representatives, and/or any other Persons given access to the Confidential Information, of the restrictive covenants contained herein.

  • During the Term of this Agreement, the CUSTOMER will not manufacture or distribute products that could infringe the SUPPLIER’s However, the CUSTOMER may distribute competitive products except where agreed otherwise in the Term Sheet.
  • Each Party acknowledges that the restrictions contained in Clause 16.3 and 16.4 are reasonable and valid and necessary for the protection of the business and operations of the other Party and that any breach of the provisions will cause to it substantial and irreparable harm which may not be adequately comp- ensated for by monetary award of damages to that Party. Accordingly, it is expressly agreed by each Party that in the event of any such breach, in addition to any other remedies which may be available to it, the other Party shall be entitled to and may seek an order for specific performance and other injunctive and equitable relief as may be considered necessary or appropriate to restrain or enjoin the Party from any further breach of the terms hereof and the Party hereby waives all defences to the strict enforcement by the other Party of the restrictions
  • Upon termination of this Agreement for any reason, each Party shall immediately return to the other Party any Confidential Information and shall thereafter refrain from using or disclosing any such Confidential Information to any Person for any purpose



  • Notwithstanding any other provision herein, the parties hereto agree that this Agreement shall automatically terminate without requirement of notice to the defaulting party or an opportunity to cure, upon the occurrence of the following events:
    • if a decree or order of a court having competent jurisdiction is entered adjudging a party bankrupt or approving as properly filed a petition seeking or winding up of such party under the Insolvency Act 1986 or under any analogous, comparable or similar law in the Territory or other applicable jurisdiction, or under any other process of execution or similar effect against any substantial part of the property of such party, including, without limitation, the appointment of a receiver in respect thereto, or ordering for the winding up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of thirty (30) days;
    • if a party admits in writing its inability to pay its debts as they become due, makes any assignment in bankruptcy or makes any other assignment for the benefit of creditors, makes any proposal under the Insolvency Act 1986 or any comparable or similar law in the Territory or other applicable jurisdiction, seeks relief or pleading any other bankruptcy, insolvency, or analogous, comparable or similar laws and terms in the Territory, or other applicable jurisdiction, is adjudged bankrupt, files a petition or proposal to take advantage of any act of insolvency, consents to or acquiesces in the appointment of an administrator, trustee, receiver, receiver and manager, interim receiver, custodian, sequestrator or other person with similar powers to itself or of all of any substantial portion of its property or assets, or files a petition or otherwise commences any proceeding seeking any reorganization, arrangement, composition or readjustment under the applicable bankruptcy, insolvency, moratorium, reorganization or other similar law in the Territory or other applicable jurisdiction affecting creditors’ rights or consents to or acquiesces in, the filing of such a petition;
    • if a governmental regulatory order or final judgment or decree in any jurisdiction which materially and adversely affects the ability of a party to fulfil its obligations to the other party under this Agreement shall have been made, issued obtained or entered against such party and such order, judgment or decree shall not have been vacated, discharged or stayed pending appeal within the applicable time period; or
    • CUSTOMER assigns or attempts to assign this Agreement or any of the rights or obligations hereunder without the prior written consent of SUPPLIER being given; or
    • CUSTOMER attempts to pass off or passes off itself as the beneficial owner of the Trade-marks of the SUPPLIER, whether registered or unregistered.
  • In the event SUPPLIER shall deem it necessary to recall the Product from the Territory, whether as a consequence of issues discovered by SUPPLIER, or if required by the local authorities in the Territory, SUPPLIER shall be entitled to terminate this Agreement upon one (1) months’ notice. In such case, neither of the parties shall be obliged to pay any compensation, loss of income, or goodwill to the other party, except that SUPPLIER shall indemnify CUSTOMER in respect to any liabilities incurred by CUSTOMER in respect to any claims made by any Person against CUSTOMER as a direct consequence of and relating specifically to such recall of Product, provided that such Product recall was not caused by or necessitated by any actions or omissions on the part of
  • Furthermore this Agreement may also be terminated by either party at any time in the event that the other party commits a material breach of any provision of this Agreement and such other party fails to remedy such breach within thirty (30) days after receipt of written notice specifying the breach from the non-defaulting
  • This Agreement may be terminated by either Party, with or without material breach of this Agreement, by providing one hundred eighty (180) days notice. Where such a Termination Date falls within the next agreed month in the Initial Term or Renewal Term, the minimum order due for that period pursuant to the Term Sheet is still binding on the CUSTOMER, unless prior written agreement is sought from and given by the SUPPLIER to cancel the orders for this period.
  • Early termination pursuant to the above paragraphs shall not relieve either party of any obligation arising hereunder prior to such termination including, without limitation, CUSTOMER’s obligation to (i) purchase Product covered by purchase orders submitted by CUSTOMER to SUPPLIER; and (ii) pay SUPPLIER for the Product shipped or to be shipped pursuant to purchase orders accepted prior to early termination, or SUPPLIER’s obligation to ship Product on accepted orders, or relieve either party of its liability for breach of its obligations pursuant to the terms and conditions of this Agreement incurred prior to such early termination; nor shall it deprive either party of its right to pursue any other remedy available to it.
  • Notwithstanding the termination or expiration of this Agreement all rights and obligations of the parties, which by their nature survive the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.
  • Upon termination of this Agreement for any reason whatsoever:
    • all rights granted by SUPPLIER to CUSTOMER will be immediately relinquished by CUSTOMER who shall immediately pay all amounts due and owing by it to SUPPLIER forthwith, and in any event within ten (10) business days of the date of termination of this Agreement;
    • Each Party shall promptly return to the other Party all Confidential Information, advertising and promotional material and any other materials and documents given to the Party and relating to this Agreement or otherwise to the business of the other Party;
    • CUSTOMER shall cease use of SUPPLIER’s Trade-marks and shall thereafter refrain from holding itself out as an authorized distributor of SUPPLIER, and CUSTOMER will forthwith remove and thereafter discontinue all advertisements, signs and notifications stating or implying that it is a distributor of Product or in any way connected with SUPPLIER and transfer ownership of any materials or websites and domain names to the SUPPLIER that bear the SUPPLIER’s Trade-marks or name and branding;
    • SUPPLIER shall have the option, but not the obligation, to repurchase from CUSTOMER any of the Product in CUSTOMER’s inventory by refunding to CUSTOMER its net cost for such Product, provided, however, that SUPPLIER may set off and deduct from the repurchase price any amount then due and owing by CUSTOMER to SUPPLIER;
    • SUPPLIER shall not be liable to CUSTOMER by reason of the proper termination of this Agreement for any damages, whether direct, consequential or incidental, on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business, arising from such termination of this Agreement; and
    • during the period of thirty (30) days immediately prior to the date of termination or expiration, SUPPLIER may appoint one or more distributors in the Territory and may supply Product directly to any customers in the Territory, irrespective of any Exclusivity provisions within the Term Sheet, and CUSTOMER will have no claim for compensation or damages on account of any such appointment or supply.
    • If SUPPLIER continues to supply Product to CUSTOMER after termination of this Agreement, such supply will not be construed as a waiver of any such termination, or as a renewal of this Agreement, and will still be subject to the covenants and restrictions within this Agreement.



  • In case of termination of this Agreement, SUPPLIER will grant CUSTOMER a mutually agreed reasonable period of time to sell its existing stock of Product which shall in any event not be shorter than one hundred eighty (180) days from the date of termination of this Agreement.
  • In the event the CUSTOMER is unable to liquidate all remaining stock by the end of the 180 day period commencing from the date of termination of the agreement, the SUPPLIER may offer to purchase the products back at an appropriately negotiated price. Failing this, the remaining stock must be destroyed by the CUSTOMER and the SUPPLIER



  • Except as expressly provided in this Agreement, there are no representations or warranties, express or implied, statutory or otherwise, relating to the Product, including, without limitation, any implied warranty of merchantability or fitness for any particular purpose. The parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Law on the Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of CUSTOMER assumes all risk and liability for any loss, damage or injury resulting from the sale and use of the Product, either alone or in combination with other products. All suitability of quality and fitness for sale of the Products will be as governed by the laws of England and Wales and the Territory. The CUSTOMER hereby agrees to defend, indemnify and hold harmless the SUPPLIER against any liability, direct losses, direct damages or direct costs (including any legal costs) incurred or suffered by the SUPPLIER as a result of any breach, negligent act or omission or wilful default on the other party, or its Representatives arising either directly or indirectly from the performance (or non-performance) by fault of the CUSTOMER or any of its Representatives of any obligations under this Agreement.
  • Any party shall not be liable to the other party for any special, indirect, consequential, punitive or exemplary damages, including for greater certainty any damages on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business.



20.1. If the CUSTOMER fails to pay the invoice within the time limits provided for in Term Sheet, the CUSTOMER shall undertake to pay to the SUPPLIER the default interest at the rate of 5% per cent per annum, compounding daily, upon the delinquent amount for each day of delay.



21.1. No failure or omission by SUPPLIER or CUSTOMER in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of SUPPLIER or CUSTOMER, as the case may be, including but not restricted to acts of God, acts or omissions of any government, or agency thereof, rebellion, insurrection, riot, sabotage, invasion, quarantine, pandemics, restrictions, strike, lock out and transportation embargoes, provided that the party relying on this Clause shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore. If force majeure continues for a period of more than one (1) month, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.



  • Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and shall be given by personal delivery (including courier) by prepaid registered or certified mail or by fax (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service.
  • Either party may serve notices or written communications via email to authorized and agreed email addresses. Where notice is served via email, it shall be deemed to have been served on the same Business Day if during normal working hours of both parties, or otherwise on the next Business Day if outside the working hours of either party.

Where email addresses are changed or fall out of use by either party, the same must be notified to the other Party as soon as reasonably possible and a new email address provided as soon as possible to permit such notice. Failure to do so will not be treated as a material breach of this Agreement, however will restrict the ways in which documents can be served to and by the breaching party. For the avoidance of doubt, where an email address is used for the purpose of any communication set out in Clause


By the CUSTOMER and that email address has fallen defunct and the CUSTOMER has failed to advise the SUPPLIER of an alternative email address, that communication will still be deemed served in line with Clause


  • Except as otherwise provided herein, this Agreement may not be amended or otherwise modified except in writing signed by both
  • This Agreement, including all schedules attached hereto, and terms within the Term Sheet, constitutes the entire agreement and understanding between the parties with respect to all matters herein and supersedes all prior oral or written agreements and understandings between the parties with respect to the subject matter of this Agreement. In the event of a conflict between the terms within these Terms & Conditions, and the Term Sheet, the normal English interpretation of the wording in the Term sheet shall prevail.
  • The words “hereof”, “herein”, “hereunder” and similar expressions used in any clause of this Agreement relate to the whole of this Agreement (including any schedules attached hereto and the Term Sheet) and not to that clause only, unless otherwise expressly provided for or the context clearly indicates to the contrary. Words importing the singular number only will include the plural and vice versa and words importing the masculine gender will include the feminine and neuter genders and vice versa. The word “including” will mean “including without limitation”.
  • The parties may not assign, transfer or sub-contract this Agreement or the performance of any of its obligations under it to any other person without the prior written consent of the other
  • The status of CUSTOMER shall be that of an independent commercial party. Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the parties or constitute or be deemed to constitute CUSTOMER as the agent of SUPPLIER for any purpose whatsoever and CUSTOMER shall have no authority or power to bind SUPPLIER in any manner whatsoever or to assume or incur any obligation or responsibility, express or implied, for or on behalf of, or in the name of SUPPLIER, except as specifically provided for herein. CUSTOMER shall not list, print or display SUPPLIER’s name in any manner so as to indicate or imply that there is an employer- employee or a principal-agent relationship between SUPPLIER and CUSTOMER. All expenses related to CUSTOMER’s performance of this Agreement shall be borne by CUSTOMER who shall be solely responsible for the payment thereof.
  • The failure by either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect its right to require performance at any time thereafter, and no term or provision of this Agreement is deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party to have so waived or Any consent by any party to, or waiver of, a breach by the other party, whether expressed or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach by such other party of the same or any other provision.
  • Time shall be of the essence in this Agreement with respect to the obligations of the CUSTOMER. Time shall be of the essence in this Agreement with respect to the obligations of the SUPPLIER, except any timelines or SLA with respect to delivery, dispatch or shipping, as such timelines are outside the SUPPLIER’s
  • If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been
  • Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this
  • Unless otherwise specifically provided for herein, all monetary amounts referred to herein shall be in lawful British Pounds
  • The division of this Agreement into clauses is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
  • The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the English language with ordinary meanings as understood in England and Wales.
  • This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same The delivery by facsimile or electronic transmission of an executed counterpart will be deemed to be valid execution and delivery of this Agreement and each party hereto undertakes to provide each other party hereto with a copy of the Agreement bearing original signatures as soon as possible after delivery of the facsimile or electronic copy.



  • The parties agree that the validity, operation and performance of this Agreement shall be governed by and interpreted in accordance with the laws of England and Wales, and the parties do expressly and irrevocably agree to assign jurisdiction to the Courts of England and Wales with respect to any matter or claim, suit, action or proceeding arising under or related to this To the fullest extent permitted by applicable law, CUSTOMER waives and agrees not to assert, as a defence or otherwise, (i) any claim that it is not subject to the jurisdiction (in persona or otherwise) of any such court, (ii) any objection that it may now or hereafter have to the laying of venue in any such court, or (iii) any claim that any action, suit or proceeding has been brought in an inconvenient forum.
  • A Party seeking resolution of a Dispute will give notice in writing of the Dispute to the other party, setting forth the nature of the Dispute and a concise statement of the issues to be resolved. If the Dispute has not been resolved through good faith efforts and negotiations of senior officers or representatives of the parties within fifteen (15) Business Days of receipt by the relevant party of the notice of Dispute, such notice may be deemed to be a notice of arbitration and the parties may submit the Dispute to a single arbitrator mutually agreeable to both In the event that the parties cannot agree on the identity of a sole arbitrator, however still wish to proceed through arbitration, then the arbitrator will be appointed by the London Court of International Abitration (LCIA) who will have jurisdiction of the arbitration. All decisions and awards rendered by the arbitrator will be final and binding upon the parties for all questions submitted to such arbitrator and the costs associated with such submission shall be shared equally by the parties involved in the Dispute unless the arbitrator decides otherwise. The parties waive all rights of appeal therefore to any court or tribunal, and agree that the only recourse by any party to any court will be for the purpose of enforcing an arbitration award. Where a party elects to not proceed through arbitratrion, a Dispute may be raised through the ordinary Court route set in England and Wales.