Distributors Policy - Hadassah Healing Oils

1.0. INTERPRETATION & DEFINITIONS

1.1. In this agreement, unless inconsistent with or otherwise indicated by the context:-

1.1.1. “Hadassah Healing oils” is Hadassah Healing Oils Proprietary Limited, Registration No. 2021/395506/07;

1.1.2. “Hadassah Healing Oils ’ physical address” is

1.1.3. “Hadassah Healing oils’ email address” is hadassahhealingoils@gmail.com;

1.1.4. “the commencing date” is (notwithstanding the signature date) 01 February 2021;

1.1.5. “the Distributor” is , Registration No/ID number. ________;

1.1.6. “the Distributor’s physical address” is ;

1.1.7. “the Distributor’s email address” is ;

1.1.8. “intellectual property rights” are all intellectual property rights of any nature whatsoever, including without limitation:-

1.1.8.1. copyright;-

1.1.8.2. know-how;

1.1.8.3. trademarks; and

1.1.8.4. any patent registered or applied for in respect of the products, and includes all future additions, modifications, variations and enhancements of the intellectual property;

1.1.9. “know-how” is all information relating to the products, including without limitation, technical information, manufacturing techniques, specifications and information concerning systems, processes, components and materials;

1.1.10. “the licensed territory” is;

1.1.11. “the parties” are the parties to this agreement being Hadassah Healing Oils and the Distributor;

1.1.12. “the prices” are Hadassah Healing oils’ price list for the products from time to time and which, at the signature date is as set out in annexure “A” hereto;

1.1.13. “the products” are Hadassah Healing Oils’ range of products listed on their website www.hadassahhealingoils.com;

1.1.14. “the signature date” is the date of signature of this agreement by the party signing last in time;

1.1.15. “VAT” is Value Added Tax in terms of the Value Added Tax Act, No. 89 of 1991, as amended;

1.1.16. words in the singular number include the plural and visa versa;

1.1.17. words importing any one gender include each of the other two genders;

1.1.18. A reference to a natural person includes a legal persona.

1.2. The headings of the clauses are intended for convenience only and shall not affect the interpretation of this agreement.

1.3. The annexures to this agreement shall be initialled by the parties for the purpose of identification and form part of this agreement as if specifically included herein.

1.4. When any number of days is prescribed, such number shall exclude the first and include the last day unless the last day falls on a Saturday, Sunday or public holiday, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday.

1.5. A fully executed facsimile copy of this agreement shall be accepted as an original. This agreement may be signed in counterparts and will be effective as such.

1.6. This agreement is not binding upon the parties unless it has been signed by them at the designated places at the end of this agreement.

2.0. APPOINTMENT

2.1. Hadassah Healing Oils hereby appoints the Distributor as its non-exclusive Distributor with the right to carry consignment stock of the products for resale to its designated customers within the licensed territory.

2.2. The Distributor accepts the appointment in terms of 2.1.

3.0. PERIOD

This agreement will come into force on the commencing date and will, subject to the remaining provisions hereof, endure thereafter until terminated on not less than one month’s written notice given by either party to the other, provided that no such notice may be presented prior to the first anniversary of the commencing date.

4.0. ORDERS FOR THE PRODUCTS AND PRICES

4.1. Orders by the Distributor for the products shall be made to Hadassah Healing Oils by the Distributor by email to Hadassah Healing Oils’ addresses referred to in 1.1 or to such other address/es as may be subsequently notified by Hadassah Healing Oils.

4.2. All orders for products will be subject to acceptance by Hadassah Healing Oils, and Hadassah Healing Oils may, in its sole and absolute discretion, refuse to accept orders placed by the Distributor in the event of the Distributor being in breach of any of the terms and conditions of this agreement.

4.3. Subject to 4.2, Hadassah Healing Oils shall send consignment stock of the products to the Distributor in accordance with those orders at the prices.

4.4. Hadassah Healing Oils undertakes to fulfil the orders of the Distributor for the products with all reasonable despatch but shall not be liable in any way for any loss of trade or profit occurring to the Distributor in the event of delivery of the products being frustrated or delayed by strikes, riots, lock-outs, trade disputes, acts of God, restraints of governments, or through no fault of Hadassah Healing Oils.

5.0. DELIVERY, RISK AND OWNERSHIP

5.1. Delivery of products ordered by the Distributor shall be made by Hadassah Healing Oils to the Distributor’s nominated address, or the Distributor may request to utilise its own courier to collect the Products on specified/pre-arranged weekdays.

5.2. The risk in all the products sold shall pass to the Distributor on delivery thereof against the signature of Hadassah Healing Oils’ delivery note.

5.3. All products sold to the Distributor shall remain the absolute property of Hadassah Healing Oils until such time as the price thereof is paid in full.

6.0. PAYMENT

6.1. Payment for all sold consignment of the products from Hadassah Healing Oils must be made by the Distributor to Hadassah Healing Oils each Monday for the previous week’s sale.

6.2. If applicable, VAT at the relevant time must be added to the prices and paid by the Distributor.

6.3. Payment to Hadassah Healing Oils must be made by way of electronic transfer to Hadassah Healing Oils’ nominated bank account.

6.4. Interest at the prime lending rate charged from time to time by Hadassah Healing Oils’ bankers, as certified by any manager of that bank, calculated and payable monthly in arrears shall be charged on all overdue amounts owing in respect of purchases made by the Distributor.

7.0. DUTIES OF THE DISTRIBUTOR

The Distributor shall at all times observe and perform the terms and conditions set out in this agreement and in particular shall:-

7.1. use its best endeavors to promote and extend the sales of the products throughout the territory to all designated customers and work diligently to obtain orders therefor;

7.2. establish and maintain an efficient sales organisation to cover the territory, and an adequate and suitable place of business for the proper promotion and marketing of the products in the territory, to cope with all potential customers therein and shall be sufficient to enable the Distributor satisfactorily to sell the products in accordance with the provisions of this agreement;

7.3. not without the prior written consent of Hadassah Healing Oils either directly or through any agent sell any of the products outside the territory;

7.4. forward all orders and enquiries in respect of the products from outside the territory to Hadassah Healing Oils, upon such orders or enquiries coming to its attention;

7.5. in all correspondence and other dealings relating directly or indirectly to the sale or other disposition of the products clearly indicate that it is acting as principal;

7.6. not incur any liability on behalf of Hadassah Healing Oils or in any way pledge or purport to pledge Hadassah Healing Oils’ credit, or accept any order or make any contract binding upon Hadassah Healing Oils without Hadassah Healing Oils first approving the terms thereof;

7.7. promptly notify Hadassah Healing Oils in writing of the rejection of any purchaser of any of the products and the reasons for such rejection;

7.8. promptly notify Hadassah Healing Oils in writing of any complaints from purchasers and carry out such instructions as may be given by Hadassah Healing Oils in relation to such complaints;

7.9. from time to time upon the request of Hadassah Healing Oils supply to Hadassah Healing Oils reports, returns and other information relating to the distributorship;

7.10. not without the prior written consent of Hadassah Healing Oils, be concerned or interested either directly or indirectly in the manufacture, promotion, importation, sale or advertisement of any products in the territory which are like, or similar to the products or which, either alone or in conjunction with some other products, perform or are designed to perform, the same functions as, or similar functions to those of the products, or which might otherwise compete or interfere with the sale of the products;

7.11. purchase all its requirements of the products exclusively from Hadassah Healing Oils in accordance with the provisions of this agreement;

7.12. comply with all laws, rules, regulations and requirements of any Governmental Body which may be applicable to the distribution, sale or promotion of the products in the territory;

7.13. Comply with all reasonable directions imposed by Hadassah Healing Oils in relation to the products, which obligation shall not limit or affect any of the duties or obligations assumed by the Distributor in terms of any other provision of this agreement.

8.0. DUTIES OF HADASSAH HEALING OILS

Hadassah Healing Oils hereby agrees and undertakes that it will:-

8.1. procure that the products supplied to the Distributor are of acceptable quality standards;

8.2. Provide the Distributor with ongoing advice and assistance in respect of the products and the application thereof.

9.0. RESERVED RIGHTS OF HADASSAH HEALING OILS

Hadassah Healing Oils reserves to itself the following rights, notwithstanding anything to the contrary contained herein:-

9.1. to vary the products either by way of withdrawal therefrom of a class or classes of products ceasing to be manufactured or by the addition thereto of a further class or further classes of products of Hadassah Healing Oils;

9.2. to take such steps itself as may seem necessary or expedient to promote the sale of the products in the territory and to notify the Distributor of any persons carrying on business in the territory who appear to it to be potential purchasers of the products;

9.3. if in the opinion of Hadassah Healing Oils, the Distributor is not at any time producing adequate sales coverage throughout the whole of the territory, and without prejudice to any other of its rights under this agreement, Hadassah Healing Oils reserves the right to exclude from this agreement such part or parts of the territory therein defined as it thinks fit;

9.4. To vary the prices for the products on giving the Distributor 30 days notice of its intention to do so.

10.0. RELATIONSHIP BETWEEN THE PARTIES

It is agreed between the parties hereto that this agreement shall not be construed as constituting the Distributor as agent or partner for any purpose whatsoever. Hadassah Healing Oils shall not be liable for any acts or omissions of the Distributor, all of which shall be done or be deemed to be done by the Distributor in his own name as principal.

11.0. EXCHANGE OF INFORMATION BETWEEN THE PARTIES

The parties shall, throughout the duration of this agreement, exchange know-how relative to the products to their mutual advantage.

12.0. BREACH AND TERMINATION

12.1. Without prejudice to any other remedies which Hadassah Healing Oils may have against the Distributor, Hadassah Healing Oils shall have the right at any time to terminate this agreement forthwith by giving notice of such termination in writing to the Distributor in any of the following events:-

12.1.1. if the Distributor commits a breach of any term of this agreement and fails to remedy such breach within 14 days after receiving written notice from Hadassah Healing Oils requiring the remedy thereof;

12.1.2. if the Distributor is a corporate entity and is placed in judicial management, wound-up or placed in liquidation, whether provisionally or finally;

12.1.3. if the Distributor commits any act of insolvency;

12.1.4. if the Distributor compromises with its creditors generally;

12.1.5. if the Distributor has a judgment awarded against him and fails to procure the rescission of such judgment or fails to satisfy such judgment or fails to appeal such judgment within 21 days after the granting of such judgment;

12.1.6. if the Distributor ceases or takes any steps to cease operating the distribution business;

12.2. Should the Distributor contend that Hadassah Healing Oils has committed any breach of the provisions of this agreement and for that reason the Distributor desires to terminate the agreement, the Distributor shall only be entitled to do so if:-

12.2.1. the alleged breach complained of is material and goes to the root of the agreement; and

12.2.2. the Distributor has given notice in writing to the Hadassah Healing Oils stating in specific terms full particulars of the alleged breach; and

12.2.3. Hadassah Healing Oils has failed to remedy such breach within a period of 14 days after receipt by it of such notice.

12.3. Upon termination of this agreement for any reason:-

12.3.1. Hadassah Healing Oils shall, subject to the provisions hereof, meet such orders as were placed with it prior to termination, and the Distributor will pay therefor mutatis mutandis as if this agreement had not terminated;

12.3.2. if Hadassah Healing Oils terminates this agreement as a result of a breach of the provisions of clause 7.10, the Distributor must immediately return all Hadassah Healing Oils stock of products to Hadassah Healing Oils in its original packaging, and Hadassah Healing Oils shall refund the Distributor as soon as the products are returned in good order;

12.3.3. the Distributor must forthwith remove all Hadassah Healing Oils’ images and trade information immediately from the Distributor’s own website and Facebook pages;

12.3.4. The Distributor must return and deliver to Hadassah Healing Oils all samples referred to in 8.3 in its possession as well as any property of Hadassah Healing Oils in its possession at this date.

14.0. INDEMNITY

Hadassah Healing Oils shall not be liable for acts or defaults of the Distributor or of the Distributor’s employees or representatives.

15.0. CONFIDENTIALITY

15.1. Each party hereto undertakes in favour of the other that it will not at any time during this agreement, or after termination hereof, disclose any information which comes to its knowledge as a result hereof, not being information which comes from an independent third person, and which relates to:

15.1.1. any business or marketing method or practice of customers of the other;

15.1.2. any technical information, know-how or process or method of the other;

15.1.3. any pricing details or pricing structures/policies/percentages provided in 15.2 and 15.3 to anyone.

15.2. Each party shall nevertheless be at liberty to disclose the information referred to in 15.1 to any of its employees or agents to whom it shall be necessary to make such disclosure for the purpose of implementing this agreement, provided that it shall, before making such disclosure, ensure that all reasonable precautions are taken to ensure that any person to whom such disclosure is made shall at all times preserve strict secrecy.

15.3. Notwithstanding the foregoing, upon termination hereof, Hadassah Healing Oils will be entitled to provide any third party to whom rights to market the products in the territory are granted, with such information as it may have which will assist such party in the marketing of the products in the territory.

16.0. TITLE TO INTELLECTUAL PROPERTY

16.1. The Distributor acknowledges that all right, title and interest in and to the intellectual property vests in Hadassah Healing Oils and that it has no claim of any nature in and to the intellectual property.

16.2. The Distributor shall not at any time during or after termination or cancellation of this agreement dispute the validity or enforceability of such rights or cause to be done any act or thing contesting or in any way impairing or intending to impair any part of that right, title and interest of any of the intellectual property rights which may be the subject of this agreement and shall not counsel or assist any other person to do such.

16.3. The Distributor is hereby granted a non-exclusive royalty-free licence to use Hadassah Healing Oils intellectual property only for the purpose of fulfilling its obligations in terms of this agreement and strictly only utilise such intellectual property whilst this agreement is in place.

17.0. SEVERABILITY

17.1. Each provision in this agreement is entirely separate and separately enforceable from each other provision hereof and shall in no way be limited or restricted by reference to or inference from any other term or provision of this agreement.

17.2. If any term or provision of this agreement shall be found to be void, illegal or unenforceable, then, notwithstanding, the remaining terms and provisions hereof shall be and remain to bind on the parties hereto.

17.3. Each of the parties undertakes to perform its obligations hereunder in accordance with all applicable rules, laws and regulations now or hereafter in effect.

18.0. GENERAL

18.1. This document and its annexures constitute the sole record of the agreement between the parties in relation to the subject matter hereof.

18.2. No party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein.

18.3. No addition to, variation, or agreed cancellation of this agreement shall be of any force or effect unless in writing and signed by or on behalf of the parties.

18.4. No indulgence which Hadassah Healing Oils may grant to the Distributor shall constitute a waiver of any of the rights of Hadassah Healing Oils, who shall not thereby be precluded from exercising any rights against the Distributor which may have arisen in the past or which might arise in the future.

18.5. The Distributor shall not be entitled, without the prior written consent of Hadassah Healing Oils, to cede any of its rights and or delegate any of its obligations in terms of this agreement to any other party, which consent shall not be unreasonably withheld by Hadassah Healing Oils.

18.6. The Distributor may not cede or assign any of its rights or obligations arising out of or in connection with this agreement to any other party without the prior written consent of the manufacturer.

19.0. SUPPLY AGREEMENT

19.1. Hadassah healing Oils remains the exclusive purchaser and supplier of goods to all its clients.

19.1.1. All products supplied by Hadassah healing Oils can be purchased from our website, our offices, at a presentation or from a registered Hadassah Healing Oils Distributor.

19.1.1. All products supplied by Hadassah healing Oils are listed on the price list.

19.1.2. Hadassah Healing Oils may add or remove products from its price list as seemed fit.

19.1.3. Distributors are obligated to only supply Hadassah Healing Oils products to their customers.

19.2. All products supplied by distributors to Hadassah Healing Oils customers must be purchased from Hadassah Healing Oils.

19.2.1. Distributors may not purchase any product directly from suppliers.

19.3 Where the Distributor does not keep to these conditions, the Distributor will forfeit his/her/its rights as a Distributor.

10.3.1. Where the Distributor does not keep to these conditions, the Distributor will be delisted on the website and/or any other formal or informal channels used by the Hadassah Healing Oils.

20.0. SIGNATORIES

The online acceptance of this agreement constitutes the signing of this agreement as a signatory. The signatories to this agreement hereby warrant that they have the proper and full authority to sign this agreement on behalf of the parties hereto and shall produce the necessary resolution to such effect if called upon to do so.

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