This Distribution Agreement (the” Agreement”), is made and effective [DATE],
BETWEEN: Stem Cell Worx, LLC (the “Company”), a Limited Liability Company organized and existing under the governing laws of the State of Nevada, with its head office located at: 20911 Earl Street, Suite 330, Torrance, California, 90503, United States of America.
AND: [DISTRIBUTOR NAME] (the “Distributor”) of [ADDRESS].
1. DEFINITIONS
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
“Agreement” means this agreement, any Schedules and documents attached hereto included by reference, as each may be amended from time to time in accordance with the terms of this Agreement;
“Accessories” means any accessories such as product, goods, packaging and literature, provided by the Company.
“Distributor” means the person, persons, partnership or company named in this Agreement.
“Customer” means any person who purchases Products from the Distributor.
“Products” means Goods and Accessories.
“Territory” in this Agreement means States and areas (i.e. County’s) within those States of the United States of America (USA).
“Trademark” means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of the Company, that are used at the Company’s sole discretion.
2. APPOINTMENT OF DISTRIBUTOR
a. Appointment
The Company hereby appoints a Distributor at the Company’s sole discretion.
No Distributor will be given an exclusive territory, unless the Company approves otherwise in writing.
3. RELATIONSHIP OF PARTIES
a. Distributor is an independent contractor and is not the legal representative or agent of the Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company’s employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Furthermore, a Distributor has no power to incur any debt, obligation or liability or to make any representation or warranty on behalf of the Company.
b. Distributor accepts exclusive liability for all contributions and payroll taxes required under Federal Social Security Laws and State Unemployment Compensation Laws or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it.
c. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties.
d. The Distributor shall not make any representations or exaggerated claims to any purchaser of the Company’s Products or to potential Distributors about the Company, its products, or income potential under this Agreement.
e. Distributor is responsible for their own business decisions, expenditure and insurance and the Company will not be responsible for any loss, cost, claim or liability in this respect and that they are not relying on any statement or comment from the Company or any of its Directors, Representatives or Staff except as set out in this Agreement.
f. To comply with all government laws and regulation as may be applicable from time to tome and to be responsible for filing all necessary returns and paying all income taxes, goods and service taxes and any other charges required by law which become due in relation to their business and to keep such records as are necessary to ensure compliance with the requirements of USA taxes and business law.
g. Distributor has no rights, title or interest in any trademark or trade names used by the Company in relation to its Products.
4. TERMS OF PURCHASE AND SALE OF PRODUCTS
a. Only Distributors authorized by the Company may sell the products or participate in the Stem Cell Worx marketing program.
b. The Distributor will purchase products for resale only from the Company.
c. The Distributor will not sell or attempt to sell the Products through retail outlets and are not to suggest expressly or by implication that the products have any similarity to any other goods or products made by other manufacturers and not to make any claims, statements, representations or warranties regarding the products or regarding the Company except that which is contained in literature provided by the Company.
d. The Distributor will not make any modification to the products, its packaging, or to Company literature or Trademarks by way of alteration, removal, or tampering with any such item or material that is provided by the Company.
e. The Distributor will pay for all orders on placement to the Company, unless alternative arrangements have been made in writing with the Company.
f. The Distributor will not submit any orders in the name of any other Representative without the specific written approval of the Company.
g. Each order for Products submitted by the Distributor to the Company shall be subject by the acceptance of the Company, and the Company may, in its own discretion, accept or reject any order for Products without obligation or liability to the Distributor, with reason of its rejection of any such request.
h. The Distributor agrees to present and market the product ethically and professionally and to use their best endeavours to promote the sale of the product on a continuing basis.
5. ADVERTISING
The Distributor is not entitled to produce, sell, distribute or use any film, sound recording or printed material, or use any photocopied or reprinted product or company literature which is not supplied by the Company without the prior written approval of the Company.
a. Distributor shall submit examples of all proposed advertisements and other promotional materials for the Products to the Company for inspection and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent from the Company to do so.
b. All copy (which includes website, newsletters, articles, videos, product literature) must be approved in writing by the Company before it is distributed or published. In the best interests of all parties, Distributors should only use copy and literature that they receive from the Company.
c. All media advertising (which includes TV, internet, radio) for the Product and/or the Company is strictly prohibited by the Distributor unless they have written approval from the Company.
6. DISTRIBUTOR SALES, SERVICE AND STORAGE FACILITIES
a. The Distributor shall, at its expense, engage and maintain a sales, service and mailing system that is adequate to service its own customer orders.
b. Distributor shall, at its expense, at all times store and maintain its inventory of Products in accordance with current, applicable instructions issued by Company from time to time.
c. The Distributor shall be fully responsible for the adequate storage of its products once they have been delivered by the Company.
7. TRAINING OF DISTRIBUTOR
As promptly as practicable after execution of the Agreement, the Company shall transmit to the Distributor product information to enable Distributor to perform its obligations under this Agreement.
8. LIQUIDATED DAMAGES
The Distributor hereby and acknowledges and agrees that the restrictions contained in this Agreement are necessary and in order to protect the legitimate interests of Stem Cell Worx, LLC, and that any violation of the restrictions contained in this Agreement will result in irreparable injury to Stem Cell Worx. Should the Distributor breach any clause within this agreement, the amount of USD$10,000 per identifiable breach shall be payable to Stem Cell Worx, LLC. In addition to the foregoing liquidated damages, Stem Cell Worx, LLC shall be entitled to recover lost profits and other economic damages should the Distributor breach the provisions of this Agreement.
9. CONFIDENTIAL INFORMATION
All information shared with the Distributor that is recognized or titled Confidential shall be the property of the Company and such items shall be held by the Distributor in a confidential capacity.
10. ORDER PROCEDURE
a. Each order for Products submitted by Distributor to Company shall be subject to the written acceptance of Company, and the Company may, in its own discretion, accept or reject any order for Products without obligation or liability to Distributor by reason of its rejection of any such request.
b. Each order for Products issued by Distributor to Company under this Agreement shall identify that it is an order. An estimated delivery date will be provided by the Company to the Distributor.
11. CANCELLATION OF ORDERS
All cancellation of orders by Distributor shall be in writing, or if not initially in writing, shall be confirmed in writing. If Distributor cancels an order, which has been accepted by Company, Distributor shall reimburse Company for any cost incident to such order incurred by Company prior to the time it was informed of the cancellation. Any deposit paid by the Distributor, when the order was placed is non refundable.
12. PURCHASE PRICE AND PRICE CHANGES
a. The set retail price that the Distributor must on sell all product to its customers for is always set by the Company in all instances. This cannot be changed by the Distributor.
b. If the Distributor has a one off exception whereby they require their customer to receive the product at a discounted rate below the set retail price, for example, compassionate reasons, the Distributor must provide details in writing to the Company and receive written approval from the Company.
c. Company reserves the right, in its sole discretion, to change prices of the Products. Company shall give written notice to Distributor of any price change at least 7 days prior to the effective date thereof. The price in effect as of the date of Distributor’s receipt of notice of such price change shall remain applicable to all orders received by Company prior to that effective date.
13. PACKING
a. Company shall, at its expense, pack all Products in accordance with Company’s standard packing procedure, which shall be suitable to permit shipment of the Products to the Territory.
b. The Distributor must pay shipping, freight and handling charges for its product orders, unless alternative arrangements have been made in writing with the Company.
14. DELIVERY: TITLE AND RISK OF LOSS
a. The title to and risk of loss of products shall pass from Company to Distributor at the Delivery Point.
b. Distributor shall pay all charges, including customs duty, freight and sales tax incurred with respect to the Products following their Delivery to the Distributor.
15. INSPECTION AND ACCEPTANCE
Promptly upon the receipt of a shipment of Products, Distributor shall
examine the shipment to determine whether any item or items included in the
shipment are in short supply, defective or damaged. Within 2 days of receipt of
the shipment, the Distributor shall notify the Company in writing of any
shortages, defects or damage which the Distributor claims existed at the time
of delivery. Within 7 days after the receipt of such notice, the Company will
investigate the claim of shortages, defects or damage, inform Distributor of
its findings, and ensure they organize delivery to the Distributor products to
replace any which Company determines, in
its sole discretion, were in short supply, defective or damaged at the time of
delivery.
16. PAYMENT
Upon placement of an order, full payment must be made ,unless alternative arrangements have been made in writing with the Company.
17. ENTIRE AGREEMENT
a. This Agreement contains the entire understanding of the parties and there are no commitments, agreements, or understandings between the parties other than those expressly set forth herein. This agreement shall not be altered, waived, modified, or amended except in writing signed by the parties hereto and notarized.
b. The Distributor has the right within a period of ten (10) days of entering into this agreement to cancel the Agreement without penalty by written notice of termination and to return the Representative Literature and any products purchased within that period and which remain unsold provided that such unsold goods and products are in the same condition as at the time of purchase and to require the Company to refund all monies paid in respect of such distributor products.
c. This Agreement is personal to the Distributor named in this Agreement and cannot be assigned or transferred without the prior written consent of the Company.
18. TERMINATION
Either party can terminate this Agreement at any time, subject to the Distributor or Company providing a termination letter to the other party, providing at least 4 weeks’ notice in advance of the termination.
19. ARBITRATION
Any controversy or claim arising out of or relating to this contract or the
breach thereof shall be settled by arbitration to be held in the State of
California, in accordance with the law in this jurisdiction, and judgment upon
the award rendered by the arbitrators may be entered in any Court having
jurisdiction thereof.
20. SECRECY
Distributor agrees not to disclose or use, except as required in Distributor’s duties, at any time, any information disclosed to or acquired by Distributor during the term of this contract. Distributor agrees that all confidential information shall be deemed to be and shall be treated as a sole and exclusive property of the Company.
21. ACCEPTANCE
I, the Distributor, accept that these terms and conditions have been read and understood, and that the violation of any of these Terms and Conditions constitutes a breach of the Agreement and may result in the termination of the Agreement by the Company.