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.

1. DEFINITIONS

• 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.

2. DISTRIBUTION GRANT

• 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 t