ORDER AND PAYMENTS
1. ORDER BY AUTHORISED STOCKIST
The Authorised Stockist must place written orders (in a form notified by Two Hundred Doors) for the Products for at least the Minimum Monthly Reorder set out in the Specific Terms of this Agreement.
1.2 Orders Subject to Acceptance:
Each Order will be an offer by the Authorised Stockist to purchase the Products, which Two Hundred Doors may accept by sending to the Authorised Stockist a written notice to that effect. Two Hundred Doors will use reasonable endeavours to supply the Products in accordance with the order.
1.3 Two Hundred Doors May Decline:
With the exception of clause 2.5(c) of this Schedule 4, Two Hundred Doors may, without incurring any liability to the Authorised Stockist, in relation to any order:
(a) decline to accept the order in whole or in part at its discretion; or
(b) not deliver all or any Products on that order, if the Authorised Stockist has breached any of its obligations under this agreement and has failed to remedy that breach in the time specified by Two Hundred Doors.
With the exception of clause 2.5(c) of this Schedule 4, Two Hundred Doors will have no obligation to deliver the Products if any amounts due to be paid by the Authorised Stockist have not been paid in accordance with clause 2.1.
Delivery by Two Hundred Doors to the premises of the Authorised Stockist shall constitute delivery. Products may be delivered in instalments at the discretion of Two Hundred Doors. In such case each delivery will be regarded as a separate contract and Products delivered will be subject to the same payment terms. Failure or delay by Two Hundred Doors in making delivery by instalments shall not entitle the Authorised Stockist to cancel or repudiate the contract.
1.6 No Revision of Orders:
Any order accepted by Two Hundred Doors in accordance with clause1.2 may not be revised unless authorised in writing by Two Hundred Doors.
1.7 No Obligation to Supply:
Two Hundred Doors will not have any obligation to continue to supply any of the Products.
2. PAYMENT BY AUTHORISED STOCKIST
Two Hundred Doors will invoice the Authorised Stockist for the following:
(a) Products: an amount equal to the aggregate of the Wholesale Price of each Product ordered for the Premises within 2 Business Days of receipt by Two Hundred Doors of the order; and
2.2 Form of Invoice:
The form of the invoice will be as agreed between the parties.
2.3 Due Date for Payment:
Payment shall be due:
(a)in advance, as agreed between the parties; or
(b)within 30 days following the date of Two Hundred Doors' invoice to the Authorised Stockist.
2.4 Default Interest:
If the Authorised Stockist has not (either in whole or in part) complied with its payment obligations set out in clause 2.3, Two Hundred Doors may charge Default Interest which will accrue daily and will be compounded monthly.
If the Authorised Stockist disputes any portion of any invoice issued by Two Hundred Doors:
(a)the Authorised Stockist will notify Two Hundred Doors of such dispute at the earliest reasonable opportunity;
(b) the undisputed portion of the invoice will remain payable on the due date for payment; and
(c) the Authorised Stockist will not be obliged to pay the disputed portion of that invoice until the parties' dispute has been resolved by agreement between the parties.
2.6 Application of Payment:
Two Hundred Doors may, in its sole discretion, apply payments made from the Authorised Stockist to any invoice, notwithstanding the Authorised Stockist may have applied the payment to another invoice.
2.7 Additional Security:
Two Hundred Doors may, in its sole discretion, require the Authorised Stockist to provide additional security for payment if Two Hundred Doors considers the Authorised Stockist's credit to be unsatisfactory. Two Hundred Doors may, in its sole discretion, suspend performance under this agreement until such security is provided.
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POLICIES AND PROCEDURES
The Authorised Stockist will, at all times during the Term comply with its obligations as set out in these Policies and Procedures, including:
1. GENERAL OBLIGATIONS
act in good faith towards Two Hundred Doors and any other authorised stockists appointed by Two Hundred Doors;
endeavour to maximise long term profit for both Two Hundred Doors and the Authorised Stockist;
create demand for and maximise the sale of the Products;
perform its obligations under this agreement in a manner which protects and upholds Two Hundred Doors' reputation, and the goodwill of the Products, Trade Marks and Intellectual Property relating to the Products;
act in accordance with all reasonable written instructions given by Two Hundred Doors to the Authorised Stockist from time to time (to the extent that they are not inconsistent with this agreement);
carry out its obligations under this agreement with all reasonable care, skill and diligence, and to the highest professional and ethical standards;
conform with those standards required by Two Hundred Doors, specified under these Policies and Procedures and as amended by Two Hundred Doors from time to time in its sole discretion;
carry out suitable, consistent and on-going advertising campaigns to establish, promote and maintain the name and reputation of the Products and to inform the market about where the Products can be bought, provided that if the Authorised Stockist is proposing to use any of Two Hundred Doors' Intellectual Property as part of any advertising campaign, or Two Hundred Doors is contributing to the costs of any advertising campaign, Two Hundred Doors' prior written consent must be obtained in relation to any proposed advertising campaign and the advertising campaign must comply with the standards issued by Two Hundred Doors under these Policies and Procedures; and
notify Two Hundred Doors of any dispute that arises between the Authorised Stockist and any other authorised stockist appointed by Two Hundred Doors in relation to any product supplied by Two Hundred Doors to either of them, or otherwise in respect of their respective arrangements with Two Hundred Doors, and the Authorised Stockist irrevocably appoints Two Hundred Doors to resolve that dispute in its sole discretion in a fair and equitable manner and in a way that best protects the interests of Two Hundred Doors, the reputation of Two Hundred Doors 's products and the on-going relationship with the relevant customer. The Authorised Stockist agrees that it will be bound by any decision by Two Hundred Doors in relation to the resolution of any such dispute.
2.OBLIGATIONS IN RELATION TO THE PRODUCTS
(a) pay to Two Hundred Doors the Wholesale Price of the Products ordered in accordance with the terms of this agreement;
ensure that it has sufficient stock of all Products to meet all anticipated demand relating to sales on the Premises;
sell the Products in the form in which they are received from Two Hundred Doors and will not attempt to repackage the Products into another form or otherwise modify any of the Products without the prior written consent of Two Hundred Doors;
advise Two Hundred Doors of the retail price of the Products sold on the Premises to its Customers;
not attach or display any Trade Mark on any product not supplied by Two Hundred Doors; and
unload and inspect all Products received from Two Hundred Doors within 7 Business Days' after having first received such Products from Two Hundred Doors and immediately notify Two Hundred Doors of any issues in relation to the Products delivered (provided that if the Authorised Stockist fails to notify Two Hundred Doors of any issues within such 7 Business Day period, the Authorised Stockist will be deemed to have accepted the Products).
3.RESTRAINT OF SALE:
Not transfer or sell any Products to any unauthorised re-distributor, re-seller or retailer, or online (through websites or email). Acting reasonably, whether a distributor, seller or retailer is "unauthorised" will be in Two Hundred Doors' sole discretion.
Comply with all relevant laws in carrying out its obligations under this agreement (including all health and safety requirements applicable in relation to the operation of the Authorised Stockist's premises).
Not make any representations to any Customer or give any warranties in respect of any Products other than those expressly set out in writing by Two Hundred Doors.
Use its reasonable endeavours to effectively resolve all Customer complaints and to report details of all Customer complaints received, to Two Hundred Doors.
Give notice to Two Hundred Doors as soon as reasonably practicable of any breach by the Authorised Stockist of its obligations under this agreement.
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