In consideration of the mutual promises contained herein, the parties agree as follows:
1. Definitions. As used herein, the following terms shall have the meanings set forth below: A. "Products" shall mean the following of Company's products to be sold by Rep:
a. scented soy wax melts
c. scented soy wax 300ml candles
d. scented aroma beads
e. scented room sprays
f. perfumed reed diffusers
g. oil burners
i. massage candles
j. body lotion
k. shower gel
l. unscented tea lights
3. General Duties.
Rep shall use its best efforts to promote the Products and maximize the sale of the Products. Rep shall also provide reasonable assistance to Company in promotional activities such as trade shows, product presentations, sales calls and other activities of Company with respect to the Products. Rep shall also provide reasonable "after sale" support to Product purchasers and generally perform such sales related activities as are reasonable to promote the Products and the goodwill of Company, in the line of business Company is in. Rep will devote adequate time and effort to perform its obligations. Rep will ensure that all customers are supplied with up to date safety instructions.
4. Reserved Rights.
Company reserves the right to solicit orders directly from and sell directly to any end users or other retail buyers.
5. Conflict of Interest.
Rep warrants to Company that it does not currently represent or promote any lines or products that compete with the Products. During the term of this Agreement, Rep shall not represent, promote or otherwise try to sell any lines or products that, in Company's judgment, compete with the Products covered by this Agreement. Rep shall provide Company with a list of the companies and products that it currently represents and shall notify Company in writing of any new companies and products at such time as its promotion of those new companies and products commence.
6. Independent Contractor.
Rep is an independent contractor, and nothing contained in this Agreement shall be construed to
(i) give either party the power to direct and control the day-to-day activities of the other,
(ii) constitute the parties as partners, joint venturers, co-owners or otherwise, or
(iii) allow Rep to create or assume any obligation on behalf of Company for any purpose whatsoever. Rep is not an employee of Company and is not entitled to any employee benefits. Rep shall be responsible for paying all income taxes and other taxes charged to Rep on amounts earned hereunder. All financial and other obligations associated with Rep's business are the sole responsibility of Rep.
7. Indemnification by Rep.
Rep shall indemnify and hold Company free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of negligence or malfeasant acts of Rep, its employees or its agents.
8. Indemnification by Company.
Company shall indemnify and hold Rep free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of defects in the Products caused by Company or failure of Company to provide any products to a customer that has properly ordered through Rep.
9. Compulsory Purchase
Rep will not be required to make any purchase however it is recommended that rep purchase the Representative Starter pack which can be found in the Representative Tool Section of the website. The pack costs £5 and includes brochures, order forms and a small number of melt samples.
Sole Compensation. Rep's sole compensation under the terms of this Agreement shall be a commission computed as follows: 25% of all sales with no minimum order Basis of Commission. The Commission shall apply to all orders solicited by Rep that have been accepted by Company and for which shipment has occurred.
Time of Payment. Representative balance will be reduced by 25% at the time of placement of order to accommodate commission. No payment will be made directly to rep from the company.
Payment of balance must be made in full for first two orders (excluding starter pack). Once two orders have been placed and paid for, a pay later option will be made available whereby rep will be allowed 10 days after dispatch of order to deliver items and pay the balance.
Annual Inspection of Records. Rep shall have the right, at its own expense and not more than once per year, to inspect at reasonable times Company's relevant accounting records to verify the accuracy of commissions paid by Company under the terms of this Agreement. If the audit correctly reveals that Company has underpaid Rep by ten percent (IO%) or more, then Company shall reimburse Rep for the cost of the audit, in addition to the amount of underpayment. Unless otherwise stipulated, this date shall be January 31 of each year. In no event shall an audit be permitted for more than the past 12 months. Therefore, any amounts possibly due prior to this year and one day, are not subject to review for any reason including fraudulent misrepresentation or any other such claim Rep might make.
11. Sale of the Products.
Prices and Terms of Sale. Company shall provide Rep with copies of its current price lists, delivery schedules, and standard terms and conditions of sale, as established from time to time. Rep shall quote to customers only those authorized prices, delivery schedules, and terms and conditions, and modify, add to or discontinue Products following written notice to Rep. Each order shall be controlled by the prices, delivery schedules, and terms and conditions in effect at the time the order is accepted, and all quotations by Reps shall contain a statement to that effect.
Orders. All orders for the Products shall be processed through the website. All orders shall be sent directly from the company to the rep.
Acceptance. All orders obtained by Rep shall be subject to final acceptance by Company at its principal office and all quotations by Reps shall contain a statement to that effect. Rep shall have no authority to make any acceptance or delivery commitments to customers. Company specifically reserves the right to reject any order or any part thereof for any reason.
Delivery. Full responsibility for delivery to customers rests with rep. Rep is wholly responsible for a collection of payment from customers.
12. Term and Termination.
Term. This Agreement shall commence on the date you accept these Terms and Conditions on our website www.darceyscandles.co.uk and continue for one year thereafter unless terminated earlier as provided herein. This Agreement shall continue until terminated upon at least 30 Days written notice by either party. If not terminated during the first year, this Agreement shall continue until one party or the other terminates the Agreement with 30 Days written notice.
Company reserves the right to downgrade representative account to customer account in the case of any or all of the following.
a. Account Balance is overdue for more than 14 days
b. Account is dormant for more than 3 months
Return of Materials. All of Company's trademarks, trade names, patents, copyrights, designs, drawings, formulas or other data, photographs, demonstrators, literature, and sales aids of every kind shall remain the property of Company. Within 10 days after the termination of this Agreement, Rep shall return all such items to company at Rep's expense. Rep shall not make or retain any copies of any confidential items or information that may have been entrusted to it. Effective upon the termination of this Agreement, Rep shall cease to use all trademarks, marks and trade name of Company.
13. Limitation of Liability.
Upon termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of the termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of Company or Rep. Company's sole liability under the terms of this Agreement shall be for any unpaid commissions.
Rep acknowledges that by reason of its relationship to Company hereunder it will have access to certain information and materials concerning Company's business plans, customers, technology, and products that are confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties. Rep agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by Company. Rep shall not publish any technical description of the Products beyond the description published by Company. In the event of termination of this Agreement, there shall be no use or disclosure by Rep of any confidential information of Company, and Rep shall not manufacture or have manufactured any devices, components or assemblies utilizing Company's patents, inventions, copyrights, know-how or trade secrets.
15. No Waiver.
The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
16. Entirety of Agreement.
The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that is not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.
17. Governing Law.
This Agreement shall be construed and enforced according to the laws of Scotland and any dispute under this Agreement must be brought in this venue and no other.
18. Headings in this Agreement
The headings in this Agreement are for convenience only, confirm no rights or obligations in either party and do not alter any terms of this Agreement.
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