Authorised Stockist Agreement

Agreement Structure

This agreement includes the following:

(a) Schedule 1 – Specific Terms;

1 Definitions and Interpretation2. Appointment3. Two Hundred Doors' Obligations4. Order and Payment5. Retention of title for product sold to authorised seller6. Intellectual Property7. Force Majeure8. Term and Termination9. Effects of Termination10. Warranties11. Indemnity and limitation of liability12. Confidentiality13. Privacy14. Notices15. Dispute Resolution16. Guarantee17. General

(d) Schedule 3 – Order, Payment and Monthly Rebate Terms;

(e) Schedule 4 – Policies and Procedures;

Last updated: 28-02-2022

Parties:

  1. TWO HUNDRED DOORS LIMITED (“Two Hundred Doors”)

  2. (“Authorised Stockist”)


SCHEDULE ONE - SPECIFIC TERMS

Commencement Date


Date of online application form completion by Authorised Stockist


Brand


The Beauty Chef


Minimum Monthly Reorder

$350 (excl GST) per month

Notices

Two Hundred Doors

Contact Details:

Attention: General Manager

Address:

TWO HUNDRED DOORS LIMITED

PO Box 302 087, North Harbour, North Shore 0751

66a Paul Matthews Road, Albany, Auckland,
New Zealand

Email Address: info@200doors.co.nz

Phone: 09 415 6757

Authorised Stockist:

As per details completed in Online Application Form

Premises (physical address of the Authorised Stockist)

As per details completed in Online Application Form

Wholesale Price and Product List

Available on the online portal located at www.twohundreddoors.co.nz

Further Specific Terms

Further Specific Terms relating to the Brand



SCHEDULE TWO - GENERAL TERMS

1. DEFINITIONS AND INTERPRETATION

1.1Definitions: In this agreement, unless the context indicates otherwise:

Brand means the brand of the Products referred to in the Specific Terms;

Business Day means a day other than a Saturday or Sunday or statutory public holiday in Auckland, New Zealand;

Commencement Date has the meaning given to that term in the Specific Terms;

Confidential Information means any information:

  • relating to the terms or existence of this agreement;

  • relating directly or indirectly to research or development by, accounting for or the marketing of the business of either party or its suppliers or Customers;

  • disclosed by either party to the other party on the express basis that such information is confidential; or

  • which might reasonably be expected by either party to be confidential in nature, provided that, where information relates exclusively to one party, nothing in this agreement will require that party to maintain confidentiality in respect of that information;

Customer means any person who buys any Products from the Authorised Stockist;

Customer Information means the Customer's personal details held by Two Hundred Doors and provided by the Customer;

Force Majeure Event means any act or event beyond a party's reasonable control and includes without limitation, acts of God, landslides, lightning, earthquakes, floods, storms, washouts, fires, volcanic eruptions, pandemics, epidemics, wars, sabotage, terrorism, blockades, riots, insurrections, civil war, public disorders, restraints of rulers, strikes, lockouts, go slows, work to rule or other industrial disturbances, except to the extent such strikes, lockouts, go slows, work to rule or other industrial disturbances affect just the party and its associated entities, transportation failures or delays, shortage of materials, breakdowns in computer facilities, telecommunication delays or malfunctions, delay or non-supply of electricity, or the acts, rules, regulations orders or directives of any governmental body (including an agency or subdivision of it) whether or not valid or any other cause beyond a party's reasonable control;

GST means goods and services tax levied under the Goods and Services Tax Act 1985, at the rate prevailing from time to time, including any tax levied in substitution for such tax, but excluding any penalties or interest payable in respect of such tax;

Intellectual Property means all confidential information, rights in the Trade-Marks, know-how and trade secrets and all other intellectual property, in each case whether registered or unregistered and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world, including the goodwill associated with the foregoing and all rights of action, powers and benefits in respect of the same;

Loss means a loss in Revenue;

Operational Period means the period from Acceptance to the date on which this agreement is terminated (inclusive of each date);

Premises means the geographic location of the nominated premises of the Authorised Stockist set out in the Specific Terms;

Project Plan means the project plan as reasonably agreed between the parties and in a final form by the date specified in the Specific Terms;

PPSA means the Personal Property Securities Act 1999;

Products means those product lines and consumables set out in the Specific Terms or such other range of products that Two Hundred Doors may notify to the Authorised Stockist in writing from time to time;

Revenue means the sale price for each Product sold less GST, the Wholesale Price (as set out under the Specific Terms);

Term means the term set out in clause 8.1;

Trade Marks means those common law or registered trade marks set out in the Specific Terms or such other trade marks notified in writing by each party to the other party from time to time; and

Wholesale Price means Two Hundred Doors' current price for the Products as set out in the Specific Terms or as adjusted from time to time by Two Hundred Doors in its sole discretion.

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2. APPOINTMENT

2.1 Appointment of Authorised Stockist:
Two Hundred Doors appoints the Authorised Stockist, and the Authorised Stockist accepts such appointment to market, sell and distribute the Products during the Operational Period and to provide the services (as relevant) at the Premises on the terms and conditions set out in this agreement. The Authorised Stockist acknowledges that its appointment under this clause2.1 is a non-exclusive appointment and that the appointment relates exclusively to trading from the Premises.

2.2 No Representation:
The Authorised Stockist acknowledges that Two Hundred Doors makes no representation or guarantee to the Authorised Stockist as to the demand or potential demand for any Products during the Term.

2.3 Relationship:
The Authorised Stockist's relationship with Two Hundred Doors is that of an independent contractor and principal. The Authorised Stockist will identify itself to any third party as independent to (and not as an agent or representative of) Two Hundred Doors. The Authorised Stockist may refer to itself as Two Hundred Doors' "Authorised Stockist" in respect of the Products. The Authorised Stockist may be the "Authorised Stockist" for more than one location with the prior consent of Two Hundred Doors. Each additional location will require a separate agreement.

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3.TWO HUNDRED DOORS' OBLIGATIONS

Two Hundred Doors will at all times during the Term:

3.1 Supply and Deliver to the Premises:
Use reasonable endeavours to supply any Products ordered by the Authorised Stockist in a timely manner (subject to the Authorised Stockist's account not being in debit);

3.2 Notice:
Give 30 Days' notice to the Authorised Stockist of any change in the Wholesale Price of the Products;

3.3 Marketing Literature:
At Two Hundred Doors’ sole discretion, provide the Authorised Stockist with any marketing, advertising or instructional material that Two Hundred Doors has available in relation to the Products;

3.4Ancillary Services:
At Two Hundred Doors’ sole discretion, provide suitable training, marketing assistance and other services to the Authorised Stockist in relation to the Products;

3.5 Undertakings:
Supply the Products without defects or damage and replace any Products that are damaged or defective where the damage or defect has not been caused by the Authorised Stockist. Where a Product cannot be replaced, Two Hundred Doors will notify the Authorised Stockist within 30 days of notification of the damage or defect, and Two Hundred Doors will refund the Wholesale Price of the Product to the Authorised Stockist

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4. ORDER AND PAYMENT

4.1 The ordering and payment of the Products will be in accordance with the terms and conditions set out under Schedule 3.

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5. RETENTION OF TITLE FOR PRODUCTS SOLD TO AUTHORISED SELLER

5.1 Retention of Title:
Subject to any contrary provision, ownership of, and title to the Products will pass in relation to sales of the Product on the Premises, to the Authorised Stockist once the payment of the Products has been paid in full by the Authorised Stockist and, until then, will remain with Two Hundred Doors.

5.2Security Interest:
Two Hundred Doors will be deemed to have a Security Interest in the Products by virtue of this agreement and section 17 of the PPSA. The Authorised Stockist waives its right to receive a copy of any Verification Statement in respect of any Financing Statement or Financing Change Statement registered by, or on behalf of, Two Hundred Doors in relation to any Security Interest created by this agreement and agrees, to the extent permitted by law, that as between Two Hundred Doors and the Authorised Stockist:

  • sections 114(1)(a), 133 and 134 of the PPSA will not apply;

  • the Authorised Stockist will have none of the rights set out in sections 116, 120(2), 121, 125, 129 and 131 of the PPSA; and

  • where the Authorised Stockist has rights in addition to, or existing separately from, those in Part 9 of the PPSA, those rights will continue to apply and will not be limited by section 109 of the PPSA.

5.3 Authorised Stockist Obligations:
The Authorised Stockist must:

  • not grant any Security Interest in the Products to any person other than Two Hundred Doors;

  • do, or procure to be done, anything reasonably required by Two Hundred Doors to ensure that Two Hundred Doors obtains the best priority possible under the PPSA in respect of any Security Interests granted to Two Hundred Doors, under this agreement, including by:

    (i) providing Two Hundred Doors with all information necessary to register and maintain a legally effective Financing Statement in respect of any such Security Interests; and
    (ii) signing and delivering documents.

5.4 PPSA Definitions:
For the purposes of this clause 5, Financing Statement, Financing Change Statement, Security Interest and Verification Statement each have the meanings given to those terms in the PPSA.

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6. INTELLECTUAL PROPERTY

6.1 Warranties:
Each party warrants that:

  • it is the owner or the licenced user of the Intellectual Property and is entitled to grant the other party the rights associated with the Intellectual Property; and

  • its Intellectual Property does not infringe the industrial or intellectual property rights of any person.

6.2 Ownership:
Nothing in this agreement confers or will be deemed to confer upon the Authorised Stockist any proprietary right, title or interest in or to the Intellectual Property rights in the Products or Two Hundred Doors’ Trade Marks. For the avoidance of doubt, the Intellectual Property rights in the Products will remain the property of Two Hundred Doors or its licensors (with the exception of the Authorised Stockist's Trade Marks) and any enhancement, modification or adaption to the Products will be the property of Two Hundred Doors or its licensors.

6.3 Trade Marks:
Each party grants to the other party a non-exclusive, royalty free licence to use the Trade Marks for the limited purpose of performing its obligations and exercising its rights under this agreement, including in connection with the marketing, promotional and advertising activities and the creation of materials for such purposes.

6.4 Directions:
Each party will comply in all respects with the other party's reasonable written guidelines and standards of conduct and quality provided by that party in relation to the use of the Trade Marks, including directions as to the form, colour and other requirements of use and display of the Trade Marks. Each party will not remove, obscure, alter or deface any Trade Marks placed by the other party on the Products.

6.5 Goodwill:
All goodwill arising from each party's use of the Trade Marks will be the exclusive property of Two Hundred Doors and will inure for the benefit of Two Hundred Doors.

6.6 No impairment:
Each party will not at any time do any act or thing which may in any way impair the rights of the other party in the Trade Marks, nor will it contest the validity or the other party's ownership of any of the Trade Marks.

6.7 Registration:
Each party will not use or seek registration of any trade mark, trade name, domain name, get up, colour scheme, labelling or packaging design, company or business name which incorporates or includes, or is substantially identical to, or deceptively or confusingly similar to, the other party's Trade Marks.

6.8 Infringement:
Each party will provide written notice to the other as soon as it becomes aware of any actual or suspected infringement of the Trade Marks within New Zealand. Two Hundred Doors will have the right to take action in relation to such infringement as it considers necessary in the circumstances of its Trade Marks, provided that Two Hundred Doors will at all times consult with the Authorised Stockist in advance of any action (or decision not to take action) and will take account of the reasonable comments of the Authorised Stockist in this regard. The Authorised Stockist will provide Two Hundred Doors with such assistance as Two Hundred Doors may reasonably require (at Two Hundred Doors' cost) in respect of any infringement of Two Hundred Doors' Trade Marks.

6.9 New Intellectual Property:
To the extent that during the performance of its obligations under this agreement either party develops any new Intellectual Property of any type in respect of the Products:

  • Two Hundred Doors will be the absolute owner of all such Intellectual Property; and

  • the Authorised Stockist will, at Two Hundred Doors' expense, give all assistance reasonably required to enable Two Hundred Doors to formally register its proprietary rights in respect of such Intellectual Property.

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7. FORCE MAJEURE EVENT

7.1 Force Majeure Event:
A party may suspend performance of its obligations under this agreement (except failure to meet an obligation to pay money) if that obligation arises directly from a Force Majeure Event.

7.2 Written notice:
A party seeking to rely on clause 7.1, must promptly give the other party written notice of the circumstances and the way in which and the extent to which performance of its obligations are prevented or impeded by the Force Majeure Event.

7.3 Mitigation:
The party whose obligations are affected by the Force Majeure Event is to take all reasonable practicable steps to limit the effects of that event on the performance of its obligations under this agreement and is to continue to carry out its obligations under this agreement to the extent possible despite the Force Majeure Event.

7.4 Where a party’s obligations have been suspended pursuant to clause 7.1 for a period of 30 days or more, the other party may immediately terminate this agreement by giving notice in writing to that party.

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8. TERM AND TERMINATION

8.1 Term:
This agreement will commence on the Commencement Date and will be on-going until terminated in accordance with this agreement.

8.2 Termination for Cause:
Either Two Hundred Doors or the Authorised Stockist (referred to in this clause as the First Party) may terminate this agreement at any time and with immediate effect by written notice to the other party (referred to in this clause8 as the Second Party) if the Second Party:

  • has committed a breach of this agreement, where the Second Party has failed to comply with an earlier written notice given by the First Party:
    (i) specifying the breach; and
    (ii) requiring that the Second Party remedy the breach within 28 Business Days;

  • is in liquidation;

  • is or is deemed pursuant to any applicable law governing its operation or incorporation to be unable to pay its debts as and when they fall due;

  • has a receiver or statutory manager appointed in respect of itself or any material part of its assets;

  • is the subject of any event analogous in nature to those listed in clauses2(a) to 8.2(d) (inclusive) under the laws of any relevant jurisdiction;

8.3 Termination Notice:
Without prejudice to any other rights of termination, either party may terminate this agreement at any time in its sole discretion by the provision of not less than 30 days' prior written notice to the other party.

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9. EFFECTS OF TERMINATION

9.1 Consequences of Termination:
Upon termination of this agreement, each party must:

  • immediately cease use of the other party's Trade Marks and Intellectual Property;

  • pay to the other party all amounts owing under this agreement within 30Business Days after the date of termination; and

  • if instructed to do so by the other party, at each party's own expense promptly destroy any or all of the Confidential Information and Intellectual Property of the other party in its possession on the termination date and confirm such destruction in writing to the other party.

9.2 No Release from Obligations:
Unless otherwise stated in this agreement, termination of this agreement shall not relieve either party of the obligation to pay any outstanding monies owed to the other party in full without deduction or setoff and shall not relieve Two Hundred Doors of its obligations to supply Products that have been contracted and are outstanding to the Customer or Authorised Stockist.

9.3 Other:
Upon the termination of this agreement, for whatever reason:

  • the termination will be without prejudice to either party's rights and remedies in respect of any breach of this agreement by the other party, where the breach occurred before the date of termination; and

  • the provisions of paragraphs 6, 9, 10, 11, 12, 14, 15, and 16 together with those other provisions of this agreement which are incidental to, and required in order to give effect to those paragraphs, will remain in full force and effect.

  • Two Hundred Doors will have the option to Purchase back any unsold Products held by the Authorised Stockist on the termination date. Two Hundred Doors may give written notice to the Authorised Stockist that it is exercising this option within five Business Days of the termination date. Two Hundred Doors may choose which stock to purchase back entirely at its discretion. The Purchase Price will be the price paid by the Authorised Stockist for the Products, less any rebate.

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10. WARRANTIES

10.1 No Warranties:
Except as expressly warranted by Two Hundred Doors in respect of a specific Product, Two Hundred Doors does not make any representation or warranty as to the quality or fitness for purpose or use of any of the Products. To the extent permitted by law, all warranties and conditions other than such express warranties are negated and excluded.

10.2 Consumer Guarantees Act 1993:
The Authorised Stockist acknowledges that:

  • as between Two Hundred Doors and the Authorised Stockist, the Authorised Stockist is acquiring the Products for the purposes of a business in terms of section43(2) of the Consumer Guarantees Act 1993, and that the Authorised Stockist will not assert or attempt to assert any rights or claims against Two Hundred Doors under the provisions of the Act; and

  • as between the Authorised Stockist and the Customer, the Authorised Stockist will replace, refund, or repair any defected or damaged Products in accordance with its statutory obligations under the Consumer Guarantees Act 1993.

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11. INDEMINITY ANDLIMITATION OF LIABILITY

11.1Indemnity:
The Authorised Stockist indemnifies Two Hundred Doors at all times against any loss, damage or cost suffered or incurred by Two Hundred Doors as a direct or indirect result of a breach by the Authorised Stockist of any of its obligations or warranties under this agreement.

11.2 Exclusion:
Nothing expressed or implied in this agreement will confer any liability on Two Hundred Doors in respect of any:

  • indirect, consequential or special loss, damage, cost or expense, or any loss of profits, suffered or incurred by the Authorised Stockist as a direct or indirect result of a breach by Two Hundred Doors of any of its obligations under this agreement; or

  • loss, damage, cost or expense suffered or incurred by the Authorised Stockist, to the extent to which this results from any act or omission by the Authorised Stockist.

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12. CONFIDENTIALITY

12.1 Confidentiality:
Each party will maintain as confidential and will not, at any time, directly or indirectly disclose or permit to be disclosed to any person, use for itself, or use to the detriment of any other party any Confidential Information except:

  • as required by law;

  • as is already or becomes public knowledge, otherwise than as a result of a breach, by the party disclosing or using that Confidential Information, of any provision of this agreement;

  • as authorised in writing by the other relevant party;

  • to the extent reasonably required by this agreement (and, without limiting the effect of this clause, a party may disclose Confidential Information only to those of its officers, employees or professional advisers, on a "need to know" basis, as is reasonably required for the implementation of this agreement).

12.2 Public Announcements:
Unless required by law or otherwise agreed between the parties, no party will make any announcements or disclosures as to the subject matter of this agreement. If a party is so required to make any such announcement or disclosure as to the subject matter of this agreement, that party must first give notice of the requirement to the other relevant party, must consult with the other relevant party, and must endeavour to agree with the other party on the form of announcement or disclosure to be made.

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13. PRIVACY

13.1 If the Authorised Stockist or the Guarantor(s) are natural persons, the Authorised Stockist or the Guarantor(s) (as applicable) (each an “Individual”) irrevocably authorise:

  • Two Hundred Doors to collect, retain and use such information about that Individual as Two Hundred Doors may necessarily require for the purposes of:
    (i)Carrying out credit checks, (including any overdue fines balance information held by the Ministry of Justice) assessing the Authorised Stockist’s credit worthiness or responding to any credit enquiry about the Authorised Stockist;
    (ii)Processing, creating and otherwise administering an account, including any application;
    (iii)Supplying Products to the Authorised Stockist;
    (iv)Dealing with requests, enquiries or complaints and other Authorised Stockist care related activities and all other general administrative and business purposes;
    (v)Marketing any products or services to the Authorised Stockist and carrying out market and product analysis and research;
    (vi) Enforcing Two Hundred Doors’ rights under these terms and conditions;
    (vii)Carrying out any activity in connection with any legal, governmental or regulatory requirements that Two Hundred Doors is subject to or in connection with legal proceedings, crime or fraud prevention, detection or prosecution; and
    (viii)Any other purpose as consented to by that Individual in writing from time to time, (collectively referred to as the “Purposes”).

  • Any person or entity to provide Two Hundred Doors such information as Two Hundred Doors may necessarily require about that Individual for the Purposes;

  • Two Hundred Doors to disclose information about that Individual as necessarily required for the Purposes, or as otherwise authorised by that Individual, including to:

    (i)Third parties who provide products or services related to the Products that Two Hundred Doors provides, such as dealers, suppliers and third party installers;
    (ii)Credit reference agencies;
    (iii)Third parties to whom Two Hundred Doors may be required to disclose information by reason of legal, governmental or regulatory authority or where Two Hundred Doors believes in good faith that disclosure is necessary to protect or enforce Two Hundred Doors’ rights or the rights, property or safety of others;
    (iv)Any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Authorised Stockist;
    (v)Trusted third parties to provide services or perform functions on Two Hundred Doors’ behalf; and
    (vi) To any other third party where that Individual has given its express consent for Two Hundred Doors to do so.

13.2 In addition to clause 13.1, Two Hundred Doors shall be entitled to collect, use and disclose information about an Individual in accordance with any applicable New Zealand privacy legislation and as otherwise permitted by law.

13.3 An Individual is entitled to request access to and correction of any such information held about them by Two Hundred Doors.

13.4 Two Hundred Doors will maintain reasonable security safeguards to protect an Individual’s information and take reasonable steps to ensure that Individual’s information is not disclosed to an unauthorised person or entity.

13.5 Two Hundred Doors will retain an Individual’s information for so long as is reasonably necessary to fulfil the Purposes for which it was collected, including for the purposes of satisfying any legal, regulatory, tax or accounting requirements.

13.6 If an Individual fails to provide any information that is reasonably requested by Two Hundred Doors, that Individual acknowledges that Two Hundred Doors may not be able to set up an account for the Authorised Stockist, or otherwise provide the Products to the Authorised Stockist.

13.7 Any information about an Individual that is collected by Two Hundred Doors will be held by Two Hundred Doors. Two Hundred Doors’ address is recorded in the ‘notices’ section of Schedule One.

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14. NOTICES

14.1 Method of Delivery:
Any written notice required under this agreement will be deemed validly given if:

  • delivered by hand to the intended recipient's physical address;

  • sent by email to the intended recipient's last known email address provided that no notification of failed delivery has been received by the sender.

14.2 Time of Delivery:
Any notice transmitted by email or delivered after 5.00pm on a Business Day, or at any time on a non-Business Day, will be deemed received at 9.00am on the next Business Day (being, in each case, the time of day at the intended place of receipt of that notice).

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15. DISPUTE RESOLUTION

15.1 Discussions:
The parties will meet and discuss any dispute between them arising out of this agreement.

15.2 Mediation:
If the discussions referred to above fail to resolve the relevant dispute within 10 business days of either party notifying the other in writing of the dispute, either party may (by written notice to the other party) require that the dispute be submitted for mediation by a single mediator nominated by the President for the time being of the New Zealand Law Society. In the event of any submission to mediation:

  • the mediator will not be acting as an expert or as an arbitrator;

  • the mediator will determine the procedure and timetable for the mediation. Unless otherwise agreed to by the parties, the mediation shall not take place later than 3 months following written notice by one party to the other party requiring the dispute be submitted for mediation; and

  • the parties will share equally the cost of the mediation.

15.3 Legal Proceedings:
Neither party may issue any legal proceedings (other than for urgent interlocutory relief) relating to any dispute, unless that party has first taken all reasonable steps to comply with the process set out above.

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16. GUARANTEE

16.1 In consideration of the Authorised Stockist entering into this Agreement at the request of the Guarantor (as the Guarantor acknowledges), the Guarantor guarantees to the Vendor the performance by the Authorised Stockist of all the provisions to be performed by the Authorised Stockist under this Agreement.

16.2 The Guarantor agrees that no release, delay or other indulgence given by the Vendor to the Authorised Stockist or other alteration in the terms of this Agreement or any other thing by which the Guarantor as surety only would have been released shall release, prejudice or affect the Guarantor’s liability as guarantor.

16.3 The Guarantor agrees that as between the Guarantor and the Vendor, the Guarantor may for all purposes be treated as the Authorised Stockist and the Vendor shall be under no obligation to take proceedings against the Authorised Stockist before taking proceedings against the Guarantor.

16.4 The Guarantor agrees that its obligations pursuant to clause 16 are continuing, irrevocable and remain in full force and effect until discharged.

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17. GENERAL

17.1 Entire agreement:
Notwithstanding clause17.4, this agreement and schedules to this agreement records the entire understanding and agreement of the parties relating to the matters dealt with in this agreement. This agreement supersedes all previous understandings or agreements (whether written, oral or both) relating to such matters.

17.2 No Assignment:
The Authorised Stockist will not transfer, assign or hold on trust for any third party or otherwise deal or purport to deal with its rights under this agreement without the prior written consent of Two Hundred Doors. Consent may be withheld or delayed at Two Hundred Doors's absolute discretion. Any change in control of the Authorised Stockist will be deemed to be an assignment for the purposes of this clause and will require Two Hundred Doors’ consent. For the avoidance of doubt any sale or transfer of the Authorised Stockist's business or shares in the Authorised Stockist if a company, will require Two Hundred Doors’ prior written consent.

17.3 Governing Law and Jurisdiction:
This agreement and all non-contractual matters arising out of or in connection with it, is governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand in respect of all matters relating to this agreement.

17.4 Amendment:
No amendment to this agreement will be effective unless it is in writing and signed by a duly authorised senior representative of each party.

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SCHEDULE THREE

ORDER AND PAYMENTS

1. ORDER BY AUTHORISED STOCKIST

1.1 Orders:
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.

1.4 Payment:
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.

1.5 Delivery:
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

2.1 Invoice:
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.

2.5Disputed Invoices:
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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SCHEDULE FOUR

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.

4.LEGAL REQUIREMENTS:
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).

5.NO WARRANTIES:
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.

6.CUSTOMER COMPLAINTS:
Use its reasonable endeavours to effectively resolve all Customer complaints and to report details of all Customer complaints received, to Two Hundred Doors.

7. BREACH:
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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