Terms & Conditions

Distributor's (Social Seller - at any level) obligations

The Distributor must:

a. act conscientiously and in good faith, and follow all the Supplier's reasonable instructions and not allow its own interests to conflict with its duties to the Supplier;

b. use its best endeavours to promote and sell the Products with all due care and diligence;

c. buy the Products only for use or resale by it and negotiate and enter into contracts for the sale of the Products in its own name and for its own account at such prices and terms as it chooses;

d. buy from the Supplier all its requirements of the Products and not buy similar ones from any other source;

e. refer to itself "a Social Seller" of the Supplier in all dealings with the Products and in any associated promotional material, vehicles and premises;

f. maintain, at its own expense, appropriate premises, offices, stores, display and administration facilities and any vehicles and systems necessary to carry out its duties under this Agreement;

g. ensure that the Products are stored and transported in optimum condition;

h. attend regular meetings with the Supplier to discuss the marketing and selling of the Products;

i. comply with all laws, regulations and applicable to the Products in the Territory, and advise the Supplier of them so far as is relevant;

j. on request, give the Supplier access to all premises, papers, materials, information and records relevant to the Distributor's activities in the Territory and send to the Supplier any of them, so far as reasonable, including:

i. the previous, current and anticipated volumes of sales;

ii. the state of the market;

iii. any complaints or after sales enquiries;

iv. any leads;

v. up-to-date customer lists including names, addresses and Product details so that Products can be, for instance, traced or recalled;

vi. any overdue payments from customers; and

vii. any policy of insurance or claims.


Supplier's (Green Cat Books / Green Cat Books At Home) obligations


The Supplier must:

a. make reasonable efforts to supply the Products to the Distributor;

b. give the Distributor reasonable notice of any changes (which the Supplier can choose from time to time) in the Supplier's prices of the Products or the Supplier's intention to extend the range of, withdraw, modify or discontinue the Products; and

c. inform the Distributor within a reasonable time of any problem in meeting the Distributor's orders.


Sales and marketing


Unless the Supplier agrees otherwise, the Distributor can only make the representations, warranties or promises about the Products contained in the Supplier's literature or as allowed by the Supplier's Conditions.

The Supplier must, at its own cost, provide the Distributor with information on advertising and promotion and any materials, information and support reasonably needed for the Distributor to carry out its duties under this Agreement. The Distributor must use for the Products only such advertising and sales matter approved by the Supplier and must display advertising materials and other signs provided by the Supplier.

 The Supplier is entitled to participate with the Distributor in fairs and exhibitions.


Prices and payment



 The Products are sold on an "ex works" basis so prices are exclusive of delivery, and where delivery is provided by the Supplier, the Distributor must pay a rate of £1.50 per book, or £4 per delivery for 3+ books. Once sales exceed £150 per order, no delivery charge will be required.


Compliance with laws, regulations and insurance


 The Distributor must obtain all licences, registrations, permits or approvals necessary or advisable for the import, promotion, sale and supply of the Products in the Territory. The Supplier must provide the Distributor with reasonable assistance and support (including technical advice and information) to this end.

The Distributor must indemnify and hold harmless the Supplier against any costs, claims, expenses or losses incurred by the Supplier, as a result of the Distributor, breaching any law or other regulation in force during the period of this Agreement or acting in default of a term of this Agreement.

The Distributor must comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010.


Intellectual property


 The Distributor acknowledges that the Intellectual Property in the Products and the Supplier's business and goodwill are the Supplier's property. The Distributor can only use the Intellectual Property for the purposes of, and during, this Agreement, and only as authorised by the Supplier.

 The Distributor must:

a. not do, or fail to do, or authorise anyone else to do, anything which could invalidate the Intellectual Property;

b. not use any trademarks, trade names or get-up which resemble those of the Supplier; nor alter remove, or otherwise tamper with any trademarks, trade names or get-up which would be likely to confuse or mislead the public;

c. notify the Supplier as soon as it becomes aware of any actual, threatened or suspected infringement of the Intellectual Property; and

d. at the request and expense of the Supplier, take all steps during this Agreement as the Supplier reasonably requires, to assist in maintaining and enforcing the Intellectual Property. This may include bringing or defending any court or other legal proceedings concerning Intellectual Property matters.


Confidentiality


Each party must at all times (a) keep confidential and not disclose to any person any Confidential Information and (b) only use such Confidential Information for the purposes of performing its obligations under this Agreement.

A party may disclose Confidential Information to its employees, officers, sub-contractors, representatives or advisers (Permitted Disclosees) who need to know such information for performing the party's obligations under this Agreement. That party must ensure that the Permitted Disclosees comply with the confidentiality provisions of this Agreement.


Termination



Either party can end this Agreement by immediate written notice if the other party commits a material breach of this Agreement and fails to remedy it within 1 days after being given written notice giving full particulars of the breach and requiring it to be remedied.

Either party can end this Agreement by immediate written notice to the other if:

a. that other party commits a material breach of this Agreement which is not capable of remedy;

b. that other party is dissolved, wound up or becomes unable to pay its debts as they fall due;

c. a receiver is appointed, of any of the property or assets of that other party;

d. that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

e. that other party has a bankruptcy order made against it or goes into liquidation;

f. that other party, being an individual, dies or as a result of illness or incapacity becomes incapable of managing his or her own affairs; or

g. that other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

 The Distributor can end this Agreement if the Supplier stops producing or supplying all the Products.


Consequences of ending

This Agreement's end will not affect either party's accrued rights at the end.

Other than as set out in this Agreement, neither party will have any further obligation to the other under this Agreement after its end.

 On this Agreement's end, the Distributor must immediately stop:

a. describing itself as a distributor of the Supplier; and

b. using any trademarks, trade names and brand names of the Supplier (including on stationery, premises and vehicles).



Entire agreement


This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place about this Agreement.


General


The Contracts (Rights of Third Parties) Act 1999 does not apply to this Agreement and no third party will have any right to enforce or rely on any provision of this Agreement.

Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

 Provisions which by their intent or terms are meant to survive the end of this Agreement, will do so.

If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement will not be affected.

 Unless specifically provided by the parties, nothing in this Agreement will establish any partnership or joint venture between any of the parties, or mean that any party becomes the agent of another party, nor does this Agreement authorise any party to enter into any commitments for or on behalf of any other party.

Any notice (other than in legal proceedings) to be delivered under this Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the registered address or place of business of the notified party, sent by fax to the other party's fax number or by email to the business email address of the other party.


Notices:

a. sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and where posted from or to addresses outside the United Kingdom, on the tenth Working Day after the date of posting;

b. delivered by hand will be deemed to have been received at the time the notice is left at the proper address;

c. sent by fax will be deemed to have been received on the next Working Day after transmission;

d. sent by email will be deemed to have been received on the next Working Day after transmission.

The Supplier can assign, or deal in any other manner with any of its rights under this Agreement or sub-contract all or any of its obligations under it. The Distributor cannot assign or otherwise deal with any of its rights or obligations under this Agreement, or subcontract any of its obligations under it and cannot appoint any agents or sub-distributors, without prior written consent.


Governing law and jurisdiction


This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

The parties have signed this Agreement on the day(s) of completion of the application form.

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