Terms and Conditions - Retail Agreement
MEMOBOTTLE RESELLER TERMS & CONDITIONS
PRICING: All prices are wholesale and for the domestic and international trade.
MINIMUM ADVERTISED PRICE REQUIREMENT: The Reseller is required to maintain MRP in all advertising, print, web and media exposure. Refer to the wholesale information document for MRP across the product range.
NEW ACCOUNTS: memobottles must be ordered in case quantities (as provided per the memobottle price/order sheet) . A completed retailer application must be submitted through (https://www.memobottle.com.au/pages/wholesale). New accounts will be opened at memobottle Pty Ltd’s sole discretion based upon market conditions and other factors deemed relevant by memobottle Pty Ltd. Each individual resale location must be approved by memobottle Pty Ltd. Please allow up to 2 weeks for a reply; response time may vary seasonally.
ESTABLISHED ACCOUNTS: memobottles must be ordered in case quantities (as provided per the memobottle price/order sheet).
CUSTOM ORDERS: memobottle Pty Ltd reserves the right to approve or deny any customization to memobottles, which includes but is not limited to, printed logos and custom lids. All custom orders are managed by memobottle. For more information contact email@example.com
PAYMENT TYPE: Unless expressly indicated to the contrary, all amounts set forth in this Agreement, or any Exhibit, are to be paid in the invoiced currency, and all payments shall be made to memobottle in by bank wire transfer, credit card or PayPal transfer to an account designated by memobottle.
PAYMENT TERMS: The Reseller is required to pay per the terms stipulated by memobottle during the onboarding process. Failure to pay invoices when due will enforce immediate payment of all subsequent invoices irrespective of terms. Additionally, memobottle Pty Ltd may withhold all subsequent deliveries until all accounts are settled in full. For any invoice inquiries and requests contact firstname.lastname@example.org
ORDER PROCESSING TIME: For orders in stock, processing time is 5-10 business days. Changes to an order must be made within 24 hours of the order being submitted. Any changes requested after 24 hours are at the sole discretion of memobottle Pty Ltd.
BACKORDERS: If an item is not in stock, it will be placed on backorder and be processed automatically when restocked. The Reseller is responsible for canceling backorders if the item is no longer required. Refused merchandise will incur freight and/or storage charges in addition to a 10% restocking fee.
SHIPPING: Shipments are sent via standard shipping methods and are charged based on memobottles free shipping thresholds. If express or any other shipping is required, an additional charge will be added to the invoice to the amount of the cost differential. Where customs/import fees are applicable, these will be paid by the Reseller. Any special shipping instructions or guidelines must be provided when the order is placed. memobottle shall be responsible for filing damage claims with the carrier if the goods are damaged in transit.
NON-COMPETITION: The Reseller agrees not to manufacture, purchase, distribute, advertise, promote, display offer for sale, or sell any bottle that competes with, is an imitation of, or is otherwise confusingly similar to, any memobottle while the Reseller maintains an active account with memobottle or otherwise advertises, promotes, offers for sale, or sells memobottles.
ORDERS & RESALES: All orders are subject to the acceptance of memobottle Pty Ltd. memobottles may only be sold at locations approved in writing by memobottle. memobottles maybe sold only to consumers and not third party distributors, unauthorized retail dealers or unauthorized locations. The business relationship between memobottle Pty Ltd and each reseller is "AT WILL"; that is, memobottle Pty Ltd is free at any time to choose those with whom it wishes to deal. Moreover, both memobottle Pty Ltd and the Reseller have the right at any time to terminate the relationship for any reason whatsoever.
RESELLER AGREEMENT: This Reseller Agreement (the "Agreement"), effective as of the Effective Date (as defined by the date of this application), is entered into by and between Memobottle Pty Ltd. a company incorporated in Australia, having a principal place of business at 15 Cochranes Rd, Moorabbin, VIC, 3149, Aus ("Memobottle"), and THE RESELLER (each a "Party" collectively the "Parties").RECITALS: Memobottle Pty Ltd ("Memobottle"), an Australian company, has developed and produced the “memobottle™” in various sizes and accessories; all under the “memobottle™” brand.
MARKETING AND SALES
Subject to the terms and conditions of this Agreement, Memobottle hereby appoints The Reseller as a non-exclusive Reseller of the Product with the right to Sell the Product in the Territory, directly to customers.
memobottle products are only to be sold on customer websites and in brick and mortar stores (where applicable). The selling of our products on external marketplaces such as Amazon and Walmart is not allowed. This policy reinforces our unwavering dedication to upholding product quality and delivering exceptional service directly to our customers. Memobottle holds the right to immediately terminate the wholesale relationship with any customers found to be selling on external marketplaces.
Marketing of the Product.
The Reseller can use internally developed material for marketing and advertising on Social Media platforms only. All Product related content on the Reseller’s website and retail locations must be official “memobottle™” material obtained from Memobottle. Any deviation from these requirements may result in immediate termination of the agreement by Memobottle via written communication
Inquiries and Support.
All Product and Memobottle business related queries are to be referred directly to Memobottle via the below. The Reseller shall not assume responsibility or decision making for any queries.
All inquiries should be directed to:
General and Product related inquiries – email@example.com
Wholesale inquiries – firstname.lastname@example.org
The Reseller shall notify Memobottle promptly upon learning of any actual, alleged, or threatened infringement of a Memobottle (“memobottle™”) Trademark or Memobottle Trademark or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or similar offenses. Failure to notify Memobottle may result in termination of the agreement by Memobottle via written communication.
No Other Rights.
The Reseller has no right to act on behalf of Memobottle nor do they have any rights or entitlement to the Product or Memobottle. The relationship between Memobottle and the Reseller is non-exclusive, and nothing shall be construed to prevent or limit Memobottle’s right to appoint other non-exclusive resellers to engage in the direct and indirect distribution and sale of the Product in the Territory, including to Customers and through Authorized Resellers and other resellers. Any unauthorized use or exploitation by a Party of Memobottle’s patents, copyrights, trade secrets, or other intellectual property or proprietary rights shall be considered a material breach of this Agreement by such Party may result in legal action.
Product Prices. The prices paid by the Reseller to Memobottle for the Product shall be in accordance with memobottles wholesale prices provided at the time of acceptance. Resellers are required to sell consistently with memobottles MSRP for all products. Memobottle products are not to be discounted without memobottles written prior consent.
Taxes and Government charges. The prices do not include any taxes (including any excise, sales, use, value added, withholding, or similar taxes), customs duties, tariffs or other government fees, and amounts payable. The Reseller will be responsible for payable any applicable taxes, duties, tariffs or fees upon receipt of the shipment from Memobottle to their relevant country/jurisdiction. The amounts payable to Memobottle as described in this Agreement shall not be reduced by any taxes, duties or other governmental fees.
USE OF PRODUCT
Not a Representative. By agreeing to this agreement, the Reseller acknowledges that they are not a representative of Memobottle, or the Product. The Reseller cannot expressly state, or elude to be an employee, representative, or agent of Memobottle or for the Product. This agreement provides the Reseller the right to Sell the Product as an external party to Memobottle
Alterations to the Product. The Reseller cannot alter the form, shape, components or inclusions of the Product in any way, nor can it manufacture any memobottle products. The Product must be sold to the end customer in the form provided by Memobottle upon shipment. By agreeing to this agreement, the Reseller agrees they will not be selling any fake or replica products that claim to be the Product produced by Memobottle or memobottle.
Evidence of Official Reseller/Distributor.This agreement acts as evidence of Resell approval by Memobottle of the Product for the term of this agreement. 5. PAYMENT5.1 Payment Terms. Unless expressly indicated to the contrary, all amounts set forth in this Agreement are to be paid in the invoiced currency, and all payments shall be made to Memobottle in by bank wire transfer, credit card or PayPal transfer to an account designated by Memobottle
CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS
"Confidential Information" means information disclosed by a Party in connection with this Agreement which if disclosed in tangible form is marked "Confidential" or with other similar designation to indicate its confidential or proprietary nature. The Parties agree that the receiving Party shall not publish or otherwise disclose, and shall not use for any purpose, any Confidential Information furnished to it by the other Memobottle pursuant to this Agreement, except for information that as already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party was subsequently lawfully disclosed to the receiving Party other than directly or indirectly from the disclosing Party and not under an obligation of confidentiality
Confidentiality of Agreement. Each Party shall treat the terms and conditions of this Agreement as the Confidential Information of the other. 7.
TERM AND TERMINATION
Term. This Agreement shall commence upon the Effective Date and continue in full force and effect until the End Term (the "Term"), unless earlier terminated in accordance with the terms of this Agreement. At the end of the contract term, or in the event of contract Termination, the Reseller acknowledges that they will discontinue the selling, and marketing of the Product or Product related material, and cannot claim to be affiliated with Memobottle, or the Product.
Termination for Cause. In the event of a material breach of this Agreement, the non-breaching Party shall be entitled to terminate this Agreement immediately by written notice to the breaching Party.
No Release. Termination or expiration of this Agreement for any reason shall not release either Party hereto from any liability, which at the time of such termination or expiration has already accrued to the other Party. Without limiting the foregoing, no payment that became payable prior to termination or expiration of this Agreement shall be affected by such termination or expiration of the Agreement. Rather, such payments shall remain payable after termination or expiration in accordance with the terms and conditions of this Agreement that were in effect immediately prior to the date of termination or expiration
No Liability. Termination of this Agreement for any reason shall not constitute a waiver or release of any rights, remedies or claims, whether for damages or otherwise, which a Party may have hereunder, at law, equity or otherwise, as a result of a breach of this Agreement. Additionally, the termination of this agreement does not waiver the Reseller’s responsibility in regards to confidential information
Purchase Orders; No Waiver. The Reseller shall be obligated to accept, and pay for, Product for which Product orders were issued were issued prior to the Termination Date or expiration of this Agreement. The acceptance of any order from or the provision of any Product after the termination or expiration of this Agreement shall not be construed as a renewal or extension of this Agreement nor as a waiver of termination of this Agreement.
"Affiliate" shall mean any entity which controls, is controlled by or is under common control with a Party, for so long as such control exists. For purposes of this definition, "control" means beneficial ownership of more than fifty percent (50%) of the shares of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, the corresponding managing body).
“The Reseller” shall mean the party agreeing to this document and thereby acknowledging all requirements and conditions within.
"Customer" shall mean an end user customer that purchases the Product from Memobottle, or the Reseller in accordance with the terms of this Agreement for its own internal use only and not for resell or distribution.
"Customer Data" shall mean all data and information concerning any Customers, and/or their use of the Product, collected by Memobottle, or the Reseller
"Product" shall mean the “memobottle™” itself, as well as internal packaging components (Booklet, stickers etc), packaging and memobottle™ branded accessories (memocleaner, sleeves etc).
"Sell," "Sale" and similar words shall mean to enter into an agreement with a Customer to provide the Product.
"Territory" shall mean the country/region of The Reseller.
“Termination Date” means the date when, in the event of termination for cause, the agreement is terminated via written communication by either of the parties to the agreement.