Terms & Conditions

Vancouver Vitality Centre Limited
Exclusive Manufacturing Management, 
Marketing and Sales and Distribution

Terms and Conditions

Terms and Conditions of  Vancouver Vitality Centre as Authorized Distributor of Client (hereinafter “Distributor”) and Client of the Distributor (hereinafter: “Client”). 

These Terms and Conditions apply to all Clients of Vancouver Vitality Centre Limited as the Client’s official “Authorized Distributor, reseller, marketeer and manufacturer of products or products or goods” and all areas related to those sectors shall apply to Client’s full observance and agreement of all of these terms herein.


I  Interpretation
 
The following terms and conditions, along with the defined terms and rules of interpretation, apply to any Client Contract(s) and are deemed accepted by the Client upon agreeing, signing, or proceeding with any contract, deal memo, service agreement, or any other document(s) or agreement(s), whether verbal or written. 

The Client grants the Distributor full and unrestricted rights to perform any and all necessary work within the scope of its services, including but not limited to manufacturing (where agreed), promotion, sales, marketing, and distribution, as well as any other actions required to facilitate the sale of the Client’s products.

In case of conflict between the Client and these Terms and Conditions, the Distributor Terms and Conditions shall prevail. 

These Terms and Conditions shall apply to all business transactions between Client and the Distributor regardless of whether they are referenced in future purchase orders or order acknowledgements. Contrary, additional or differing terms and conditions of the Distributor shall not apply unless agreed to in writing. 

These Terms and Conditions apply even in the event that Client makes a delivery to the Distributor without reservations while being aware of the Distributor’s conflicting or deviating terms and conditions.

Amendments and additions to the Agreement, including to this provision, shall be made in writing but must be accepted by Distributor.

Administrative Fees – Costs associated with processing product orders and Distributor activities.

Agreement – Refers to the contract or arrangement between the Client and the Distributor, including all terms and conditions governing their relationship.

Amendments and Additions – Any changes or updates made to the Agreement, which must be in writing and accepted by both parties.

Assignment of Claims – The process by which the Client transfers its right to collect payment from resale to the Distributor.

Bar Code - A digital identifying system that helps track stock and other data.

Branded Products – Products associated with a specific brand name belonging to the Client.

Buy-Back Provisions – Rules regarding returning unsold products for reimbursement.
Cancellation Period – A set period (14 days) in which the Distributor can cancel the contract without penalty.

Circumvention – A clause preventing the Client from bypassing the Distributor in business dealings.

Client – The company or individual supplying the products for distribution by the Distributor.

Code of Ethics – A set of rules governing the ethical conduct of the Distributor.

Commission – Earnings or fees paid to the Distributor for selling products.

Confidentiality Clause – Rules requiring the Distributor to protect Client and customer data and comply with privacy laws.

Conflicting Terms – If there is a contradiction between the Client's terms and the Distributor's terms, the Distributor's terms will take precedence.

Confidentiality Clause – A clause ensuring the Distributor protects client and customer data and follows privacy regulations.

Covenants – Agreements that ensure compliance with the terms of the distribution relationship.

Cross-line Recruiting – A restriction preventing the Client from selling outside of the agreed-upon distribution channels.

Delivery Obligations – The terms and conditions related to how products will be shipped, received, and returned. It includes provisions for partial deliveries and exclusive manufacturing agreements.

Distributor – The entity responsible for marketing, selling, and distributing the Client’s products.

Exclusive Agreement – A contract granting one party sole rights to distribute or sell certain products.

Exclusive Right to Market – The Distributor’s sole authority to promote and sell the Client’s products.

Express – Shall mean the same as exclusive as used in the context below.

Express Agreement – Refers to an explicit, formally stated contract between parties and is the same as a formal and exclusive agreement granting the Distributor rights to use and sell the Client’s technology worldwide.

Express License – A formal and exclusive agreement granting the Distributor rights to use and sell the Client’s technology worldwide.

Force Majeure – A clause stating that the Distributor is not liable for delays due to uncontrollable events like natural disasters or strikes.

Handling Charge – Fees applied for repackaging or managing returned products.

Hidden Defects – Defects in the products that were not immediately noticeable and were discovered after initial inspection.

Indemnify – The Client's obligation to protect and compensate the Distributor for specific losses or damages.

Indemnify and Hold Harmless – The Client agrees to protect the Distributor from legal claims, losses, or liabilities arising from issues such as contract breaches, warranty failures, or negligence.

Injunctive Relief – A legal remedy allowing the Distributor to seek court orders to prevent the Client from breaching the agreement.

Insolvency – The financial state where the Client cannot meet its obligations, which can impact retention of title rights.

Intellectual Property Rights (IPR) – The Client retains ownership of all technology, trade secrets, and proprietary information, unless explicitly sold or licensed to the Distributor.

Intellectual Property Rights Violation – The situation where the delivered products infringe on a third party’s intellectual property within the Trading Area.

Itemized Document – A detailed breakdown of transactions, including invoices or receipts.

License Agreement – An agreement that grants the Distributor the right to use a product in case of an intellectual property dispute.

Legality and Validity Clause – Ensures that if part of the contract is deemed invalid, the rest remains enforceable.

Liability – The Client’s responsibility for damages caused by product failure, including consequential and indirect damages.

Marketing Budget – Funds allocated by the Client for promotional and advertising activities.

Monies Paid – Financial transactions made by the Distributor related to all product purchases obligations.
Net Values – The total revenue from sales after deductions such as costs and expenses.

Non-Solicitation Clause – A restriction preventing the Client from contacting or doing business with the Distributor’s contacts after termination.

Non-Binding Estimates – Delivery dates and timelines provided by the Distributor that are approximate and subject to change unless explicitly stated as binding.

Offer and Acceptance – The process by which a purchase order becomes legally binding. The Distributor must either manufacture, acknowledge, or dispatch the products to confirm acceptance.

Offset – The Distributor has the right to deduct any amounts owed to them from the Client's payments, ensuring financial balances are settled.

Partial Deliveries – The Distributor has the right to fulfill an order in multiple shipments unless explicitly prohibited by the Client.

Pledge – The act of using the products as security for a loan or obligation, which is prohibited under this agreement.

Policies and Procedures – Internal company rules governing how business is conducted.

Prevail – If any contradiction arises between this Agreement and the Client’s own terms, the terms of the Distributor take legal precedence.

Printed Materials – Marketing materials created by the Client or Distributor for promotional purposes.

Product Offering and Modification – The Client retains the right to change, modify, or add new products to the agreement over time.

Purchase Order (PO) – A formal request from the Client to the Distributor to manufacture, sell, or distribute specific products under agreed terms.

Referral of Claims – The process by which the Distributor can report defects in the products and request remedies from the Client.

Remuneration – Payment or compensation due to the Distributor for sales or services.

Return of Products – Products can only be returned with the Distributor’s written consent, and the Client must comply with the Distributor’s instructions regarding packaging and statutory regulations.

Right of Set-Off – The ability to offset one debt against another between parties.

Risk Transfer – The point at which liability for damage, loss, or deterioration of products shifts from the Client to the Distributor, typically at the moment of delivery.

Sales Receipt – A document provided to buyers confirming the purchase of products.
Scope of Delivery – The agreed-upon details regarding how and when the Distributor will deliver products to the Client, including potential modifications and delays.

Set-Off Rights – The Distributor can apply any debts owed to the Client against any amounts owed by the Client, ensuring financial fairness.

Statutory Value Added Tax (VAT) – Any applicable tax that must be paid in addition to the agreed prices for products or services.

Termination Clause – The terms governing how either party can end the agreement.

The 70/30 Rule – A condition requiring the Distributor to sell at least 70% of products to retail customers before reordering.

Terms and Conditions – The legal framework governing all transactions between the Client and Distributor, including definitions, obligations, rights, and liabilities.

Trademarks – The Client’s brand identifiers, which the Distributor is restricted from using without authorization.

Transfer of Title and Risk – Ownership of the products, as well as the risk of loss or damage, moves to the Distributor once the products are handed over to the carrier for shipment.

Verification Procedures – Methods used to confirm compliance with sales and distribution rules.

Written Acknowledgment – A formal confirmation from the Distributor that an order has been received and accepted. If no acknowledgment is provided, the Distributor’s purchase order serves as the agreement.

II  Product Offering and Modification 

Client has the right, from time to time, to add, modify or adjust any product offering within the scope of the agreement (but not after manufacturing is underway).

III  Basic Distributor Responsibilities

1.        0.    During the Term, the Client agrees to the following:
2.    
3.        0.    To provide correct information on all purchase orders of products, including complete product numbers, options, quantities and any special instructions. The Client assumes sole and absolute liability for any failure, by the Client, to provide complete and accurate information with regards all products.

4.        0.    Indemnify and hold harmless Distributor and its affiliates, legal successors and assigns from and against all suits, losses, claims, liabilities, costs and expenses (including attorney fees) that Distributor may sustain or incur as a result of any claim against Distributor arising directly from any breach of contract, breach of warranty, strict liability in tort or any other theory of law brought by the Client’s current or former officers, agents, employees, legal successors and assigns, by any customers, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, if and to the extent arising out of the Client’s breach of its obligations under the Agreement, the Client’s intentional misconduct or gross negligence, or under applicable law. 

5.        0.    Promptly disclose to Distributor and, upon request by Distributor, Client shall and does give an exclusive/express (and only where agreed to be non exclusive), license to make, use and sell worldwide all Client technology (including without limitation any know-how, technical information, computer software and hardware and the like) developed by the Client; provided that nothing in this provision shall be construed as granting the Distributor any right, title or interest (whether direct or indirect) to the product unless the distributor pays for the product in any event. 

6.        0.    Consistent with the delivery terms set forth herein, Client shall be liable to pay any and all taxes, duties, fees, charges, costs and expenses of any type or character whatsoever, accruing, incurred, imposed or assessed in connection with or relating, in any manner whatsoever, to the purchase, transportation, storage, distribution, resale, promotion or marketing of Client products and goods. 

7.        0.    Maintain adequate employer’s liability, product liability, general liability, property and/or other insurance coverage of no less than one million (£1,000,000) each per occurrence or as required by law. Distributor will provide Client with adequate evidence of such insurance coverage.

8.        0.    The Distributor is an independent contractor responsible for his/her own business, and is not an employee, partner, agent or joint venturer of or with the Client. This Agreement does not constitute the sale of its distributorship, offer any franchise or any licence with Client. 

IV. Offer and Acceptance

1.        0.    All purchase orders or agreements to proceed with manufacture, marketing and sale and distribution are not subject to acknowledgement by Client. An agreement is created either by manufacture, acknowledgment or by dispatch of the products or goods, and any additional provision contained in any written communication by the Client or otherwise, is expressly excluded.

2.        0.    Client products shall, at the time of delivery, conform in all material respects to the description of such products provided to the Distributor by Client through analytical reports, certificates of analysis, technical data sheets or other current product documentation published by Client specifically for the products on Client’s website or that are included by Client in product shipments. 

Distributor shall not be held liable for any lack of supply or any wrong information given by Client regarding efficacy or claim or claims of products or goods as to their efficacy given by Client.

3.        0.    Client reserves all rights of ownership in and all intellectual property rights in offering materials. Such materials shall not be disclosed to any third parties unless otherwise provided in the Agreement.
    0.    Purchase orders are non-binding on Client unless Distributor ships the products included in the purchase order. The Distributor is bound to its purchase order.

4.        0.    Any acknowledgement of purchase order created electronically by Distributor which does not include a signature or name shall be deemed to constitute written form.

5.        0.    If an individual purchase order is unilaterally annulled by the Distributor or a purchase order or partial purchase order unilaterally cancelled by the Distributor, the Distributor shall reimburse reasonable and relevant costs resulting from the annulment or cancellation of such purchase order to the party issuing same. 

IV Scope of Delivery / Terms of Delivery

1.        0.     For the scope of delivery the written acknowledgement of Distributor (or purchase order of the Distributor if no acknowledgement is provided) is authoritative. In the case of Distributor owning a license and agreement for exclusive manufacture, the agreement from the Client gives the Distributor every right to act in the best interests of the Client at all times and on all aspects of the product’s journey through sale and delivery.

2.        0.    Distributor reserves the right to make alterations to the purity or specifications of the products to the extent such alterations are not material when received from Client. Client shall not withhold such alterations or withhold supply that would jeopardise Distributor’s interests or affairs. 

3.        0.    Distributor is entitled to make partial deliveries in order to perform its contractual obligations unless partial delivery is not acceptable to its clients.

4.        0.    Unless otherwise separately agreed by the parties, Distributor has the right, in its reasonable discretion, to determine the method of shipment, i.e., delivery can be made by air freight, train, ship or road transport.

5.        0.    All deliveries are made Ex Works and Ex VAT and other taxes at the production or distribution site. Distributor reserves the right to charge carriage and freight. 

6.        0.    Return of the products and a corresponding credit shall only be made with the prior written consent of Distributor and Client must comply with all instructions of Distributor with regard to the return of products, including applicable statutory provisions relating to the delivery and packaging of products.

7.        0.    All delivery obligations are subject to reservation “while stocks last”. Distributor is therefore entitled to terminate any purchase order when stocks available to Distributor are exhausted. If stocks are only partially exhausted and the entire request of products as described in the purchase order cannot be satisfied, Distributor is entitled to distribute the available stocks at its reasonable discretion to one or all customers and in the case of requiring more stock, and for exclusive Clients who have granted an exclusive agreement to manufacture, sell, market and distribute, Distributor shall order stock as and when to fulfil all current and future orders.

8.        0.    Delivery periods and dates shall be as specified in Distributor order acknowledgement. All delivery periods and dates are non-binding estimates unless expressly referred to as binding in the order acknowledgement.

9.        0.    The delivery period shall commence on dispatch of the order acknowledgement by (or acceptance of the purchase order if no order acknowledgement is provided). In any case, the delivery period shall not commence before the Distributor has furnished and approved all documents, permits, approvals, consents and releases to be provided by it, before all technical questions have been clarified and before any agreed down payment has been made. Compliance with the delivery period is subject to timely and proper compliance with all other obligations by the Distributor. 

The delivery period shall be deemed satisfied if the products have left the facility or Distributor has notified readiness to dispatch. In the event of any delay in delivery, the Distributor shall be entitled to terminate any purchase order after delay of ten (10) business days in which Distributor can cure the otherwise late delivery. Except as set forth in these Terms and Conditions, Client shall not have any claims for damages against the Distributor for late or delayed delivery.
 
V  Prices and Payment 

1.        0.    Unless otherwise agreed in writing, the price of delivery shall be paid or deducted within sixty (60) days from the date of invoice without any deduction. This also applies to invoices regarding partial deliveries. In case of delay in payment the Distributor’s customer shall be liable to pay interest in default in the amount of eight percent (8%) above the applicable base rate of interest. The right to assert further damages remains unaffected. 

2.        0.    Client is only entitled to set off counterclaims if they are final, outstanding and non-appealable and agreed by Distributor. 

3.        0.    Distributor is entitled to delivery arrangements provided payment is made in advance before delivering products to the Distributor. 

4.        0.    All prices are net prices excluding statutory value added tax, import tax and local tax. 

5.        0.    All consumer, sales or indirect taxes, customs, examination and acceptance fees and all other taxes, fees or charges of any kind whatsoever which are imposed by public authorities or allocated in the business transaction between customer and the Distributor and shall be paid by the Distributor in addition to the prices indicated on the order acknowledgment or invoice on behalf of the customer where Distributor is the exclusive manufacturer.
    0.    Client is not obliged or authorised to notify the Distributor of potential taxes, fees or charges that may arise where this is up to the Distributor to advise. 

VI  Offset 

1.        0.    Distributor may set off any amounts Distributor (or its affiliates) owes from time to time against any amounts under the terms of the Agreement. 

VII. Transfer of Risk 

1.        0.    Title and risk of loss shall transfer to the Distributor as soon as the products have been delivered via the carrier in accordance with these Terms and Conditions. This shall also apply in case of partial deliveries or if Distributor has assumed additional services such as transport costs. 

Distributor shall insure the products and expense and this shall be deducted as a means of a transport insurance against the risks to be specified by the Distributor. 

2.        0.    If the Distributor defaults in accepting delivery of the products or if the Distributor otherwise breaches any duty to cooperate delivery, where tis customer shall be entitled to demand compensation for the damages incurred shall include additional expenses. The risk of accidental loss or of accidental deterioration of quality of the products shall pass to the Distributor at the moment of default of acceptance by the Distributor. 

3.        0.    After a reasonable period of time has expired without acceptance, Distributor shall be entitled to otherwise dispose of the products or to supply within a reasonably extended period. 

4.    VIII. Storage, Handling and Use of the Products by the Distributor

5.           0.    The products of Client are intended to be used for the purposes as described and proposed for in marketing documents and media and may not be used for any other purpose unless otherwise indicated on the product, in catalogues or in other documents provided to the Distributor. The Distributor is obliged to inform its customers of such limitations and the Client is liable for all information provided. 

6.        0.    Distributor shall take reasonable measures to inform its customers about the appropriate use of the products purchased (e.g., in its catalogs, website and/or terms and conditions which it is fully responsible for), in particular that they are intended for home domestic use only. Where a product is sold or intended to be sold for trade purposes, the express terms of that sale shall be made by separate agreement by Distributor to that customer and terms may be modified or adapted for trade use.

7.        0.    The Distributor shall take all reasonable measures to inform its customers that if on receipt they feel the quality of the products is not acceptable then they are to be repacked and relabelled and sent back to Distributor in their original condition for resale as refurbished products or products or goods recycle.

8.        0.    The Distributor shall warn, and shall take all reasonable measures to inform its customers against the risks and dangers that may be related to the storage, use or handling of the products.

9.        0.    The products may be governed by European Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) Regulations and other regulatory provisions. The Distributor and its customers are responsible for complying with all regulatory provisions in connection with the storage, handling and use of products purchased and the Distributor shall inform customers of such duty. 

10.        0.    Supporting documentation requested or required from Client or by applicable laws or regulations, such as end-user declarations or licenses shall be maintained by the Distributor and made available only upon reasonable request. Distributor shall immediately contact Client should it require further information concerning safe use, storage, handling or transportation of products.

11.        0.    The Distributor shall be the sole party responsible for obtaining and applying bar codes for each of the Client’s brand parent, product(s) under the brand parent, product range, or individual product parts. These bar codes will be applied in either label or pressed mould or in metal foil label form, as appropriate at the discretion of the Distributor, and will be issued for each SKU (stock-keeping unit) and each delivery. 

The bar code will clearly demarcate the range of products in each manufacturing run and serve as a means for stock control and inventory management.

12.        0.    The Client is expressly prohibited from creating, applying, or using any bar codes for the products. Any attempt by the Client to create or use their own bar code, or to otherwise interfere with the Distributor’s exclusive control over the bar code system, shall constitute a material breach of the terms and conditions of this agreement.

13.        0.    Furthermore, the Client acknowledges that any unauthorized use of their own bar code will result in liability for breach of these terms, and they shall indemnify the Distributor for any resulting damages, costs, or losses incurred due to such unauthorized actions including all legal costs and all other expenses.

14.        •    Information Duty 

The Distributor shall immediately inform Client if it becomes aware of any accidents or incidents in connection with the products which result in personal injury or damage to property; the Distributor is obliged to fully cooperate with Client in order to clarify and identify the cause of such accidents or incidents. 

Distributor shall provide Client with all explanations, reports and tests which have been made or carried out by the Distributor or which have been made available to the Distributor by third parties. The provision of such information to and the examination of the same by Client does not give rise to any liability of the Distributor for such accidents or incidents. 

    •    Claims for Defect 

1.        0.    The rights of the Distributor with regard to defects shall be subject to the Distributor examining the delivered products upon receipt and notifying Client of any defects no later than two (2) weeks after receipt of the products. Hidden defects shall be notified to Client in writing immediately after their discovery. The Distributor shall describe the defects in writing.

2.        0.    In the event of defects in the products, Client shall be entitled, at its own discretion, to perform subsequently by remedying the defect or by delivering a defect-free product. The expenses necessary for the subsequent performance shall be borne by Client in as far as these expenses are not increased as a result of the products being taken to a location other than the delivery address of Distributor. Labor and material costs that the Distributor claims in this regard shall be calculated at cost. 

3.        0.    If Client is not willing or able to perform subsequently, the Distributor shall be entitled to terminate the purchase order. The same shall apply if the subsequent performance fails, if the Distributor cannot be reasonably expected to accept it or if it is delayed beyond reasonable deadlines for reasons for which Client can be held responsible. The right of the Distributor to terminate the purchase order shall be excluded if (i) the Distributor is unable to return the defective products and this inability is not due to the fact that the return of the products is impossible due to the nature of the product or reasons for which Client is responsible or (ii) the defect only showed during the processing or conversion of the products. 

4.        0.    In the event of a violation of any intellectual property rights of a third party by the delivered products within the Trading Area as defined in the Authorized Distributor Agreement, Client shall in its sole discretion and at is sole cost alter or exchange the products in a manner that no longer violates any third party rights while the products continue to fulfill the contractually agreed function. Alternatively, Client shall provide the right of use to the Distributor by entering into a license agreement. If Client fails in doing so within a reasonable period of time, the Distributor is entitled to terminate the purchase order. Under the conditions set forth above, Client shall also be entitled to terminate the individual purchase order. 

5.        0.    The obligations set forth in paragraph 4 of this Section XII shall only exist as follows: 

6.        •    the Distributor shall immediately inform Client of any asserted violation of intellectual property rights; 

7.        •    Distributor shall reasonably support Client in defending asserted claims and in allowing Client measures to modify product pursuant to relevant clauses in these Terms and Conditions; 

8.        •    all measures of defense, including out-of-court settlement, shall remain reserved to Distributor; 

9.        •    defect of title does not result from an instruction of the Distributor.
10.    
11.        0.    Notwithstanding any provision in the Agreement to the contrary, the period of limitation for claims for defects by the Distributor shall be twelve (12) months from the date of delivery. Such period shall also apply to tort claims based on a product defect unless otherwise stipulated by applicable law. 

    0.    The period of limitation begins with the delivery of the products. A statement by Client concerning a claim asserted by the Distributor based on a defect is not to be deemed an entry into negotiations concerning the claim or the circumstances giving rise to the claim if the claim is fully denied by Client.

IX. Liability of Client

1.        0.    Client SHALL BE LIABLE AND INDEMNIFY DISTRIBUTOR FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF Client HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE, PROFITS OR GOODWILL, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OR OTHER OR ANY LIABILITY OF THE DISTRIBUTOR TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING TO THE EXTENT LEGALLY POSSIBLE PERSONAL INJURY, DEATH OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR DEATH IS CAUSED BY Client’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND CLIENT HEREBY CONFIRMS THAT IT SHALL INDEMNIFY AND HOLD Distributor AND ITS LEGAL SUCCESSORS AND ASSIGNS AS HARMLESS FROM AND AGAINST ANY SUCH EXPENSE, DAMAGE OR LOSS WHICH SHALL BE DEDUCTED FROM CURRENT AND FUTURE SALES. 

2.        0.    Except as expressly provided in the Authorised Distributor Agreement, Distributor makes no warranties or representations, express or implied, whether by statute or otherwise, including any warranties of merchantability, satisfactory quality or fitness for a particular purpose with respect to any product. All such warranties are expressly disclaimed and excluded to the maximum extent permitted by applicable law.

3.        0.    Client’s sole and exclusive liability and Distributor’s exclusive remedy with respect to products proved to reasonable satisfaction to be defective or nonconforming shall be, in Distributor’s sole discretion, either: (i) replacement of such products without charge or refund of the purchase price upon the return of such products in accordance within these Terms and Conditions and instructions; or (ii) refund of the purchase price to the Distributor. In every event shall Client be liable to Distributor for any amounts in excess of the purchase or cost price/s paid by the Distributor for products.

4.        0.    All claims on Client for liability under this Agreement expire if not properly lodged against Client within twelve (12) months from the moment the liability arises. Any mandatory statutory liability shall remain unaffected.

X. Retention of Title

1.        0.    Until full payment of all outstanding claims of Client resulting from the business relationship with the Distributor, Distributor shall retain title to the delivered products. Distributor is obliged to handle the products subject to retention of title with due care. In particular, Distributor is obliged to sufficiently insure the products at their replacement value against fire, water and theft at its own cost and to keep them duly individualized and separated from any other products stored by the Distributor. 

2.        0.    Distributor may resell products subject to retention of title in the ordinary course of its business. Distributor shall not be entitled to pledge the products subject to retention of title, transfer them by way of security or otherwise dispose of them in a manner which may jeopardize ownership. In the event of seizure or other interventions by third parties Distributor shall immediately inform Client in writing and provide all necessary information, and Distributor shall inform the third party of the ownership rights and assist Client with all measures taken for the protection of the products subject to retention of title. The costs incurred shall be borne by the Client and deducted as cost. 

3.        0.    Client hereby assigns all claims resulting from the resale of products including all ancillary rights to Distributor, regardless of whether the products subject to retention of title have been processed or not. Client hereby accepts this assignment. Distributor has a revocable right to collect claims in its own name in trust on behalf of Client. Distributor shall be entitled to revoke authorization to collect claims and the right to resell the products of the Client if the Client does not properly comply with its payment obligations towards Distributor, defaults in payment, ceases payments, or if any action is taken by or against the Distributor under applicable insolvency legislation. 

4.        0.    In the event of default in payment by the Client, Distributor shall be entitled, without prejudice to its other rights, to take back the products subject to retention of title and, after timely warning, be entitled to use the products subject to retention of title elsewhere for the purpose of satisfying its due claims against the Client. In addition, Distributor shall, after expiry of a reasonable deadline, be entitled to terminate the individual purchase order. The Client shall grant Distributor immediate access to the products subject to retention of title, and shall surrender the products.

5.        0.    The processing or conversion of the products subject to retention of title by the Distributor shall always be performed on behalf of Client. The Distributor’s contingent right to the products subject to retention of title is continued with regard to the processed or converted products. If the products are processed together with other items not belonging to Client, Client shall be entitled to shared ownership in the new items in proportion of the value of the delivered products to the value of the other processed items at the time of processing. As regards the items created by processing or conversion, the same conditions shall apply as for the products subject to retention of title.

6.        0.    Distributor may, at its own discretion, release specified products from its retention of title rights to the extent that the realizable value of such products exceeds the claims of Distributor resulting from the business relationship  by more than twenty percent (20%). For the purposes of valuation, the invoiced value of the products subject to retention of title and the nominal value of the claims shall be authoritative.

XII. Distributor’s Rights 

1.        0.    The Distributor shall promote or sell to existing distributors or prospective distributors or affiliates or direct resellers or sellers or promoters any products, services or business opportunities whether at any time they are Client’s presentations, training events or otherwise.
2.        0.    In order to ensure the proper co-ordination, development and servicing of the market for Client’s products Distributor may sell products under schemes to retailers. However, Distributors may display products in commercial outlets where professional services are the primary source of revenue and product sales are secondary, such as approved service-oriented establishments, including, but not limited to, health spas and beauty shops and in doctors or GP surgeries.
3.        0.    Actual or attempted cross-line recruiting or sponsoring is only allowed by Distributor and Client has no right to sell in any circumstance to any third party outside of this agreement.
4.        0.    Client hereby acknowledges and agrees that the covenants contained are an indispensable part of the transactions contemplated by this Agreement and are enforceable and, having obtained professional advice, that the restrictions contained in such covenants are fair and reasonable in the context of this Agreement. 
5.        0.    The parties acknowledge that such rights may be liable to be rendered invalid or unenforceable by changing circumstances, public policy, or other unforeseen reasons and accordingly if any one or more of the restrictions contained in this clause shall either individually or together be adjudged for whatever reason to go beyond that which is reasonable in all the circumstances for the protection of the legitimate interests of the Client but would be adjudged reasonable and/or enforceable under Regulation 6(2) of the Trading Schemes Regulations 1997 following termination of this Agreement if any particular restriction or restrictions were deleted or limited in any manner (including without prejudice to the generality of the foregoing any reduction in duration or geographical area) the said restrictions shall apply with such deletions or limitations.

XIII. Distributor’s Obligations

1.        0.    The Distributor will use printed materials produced by the Client and/or modified and redesigned or designed exclusively by Distributors Design and Marketing when representing Client products, other distributors and/or making representations as to products at cost and this shall be deducted accordingly.

2.        0.    . No claims, statements, disclosures, representations or warranties that are will be made in either selling the products or in the recruitment of prospective distributors. Any additional materials used for promotional purposes may be used only in exceptional circumstances and must be approved by the Distributor in writing before being used.

3.        0.    If the Distributor sponsors additional distributors the Distributor shall maintain ongoing contact with all personally sponsored Distributors and perform a bona fide supervisory function and offer encouragement, training and ongoing support where needed at cost and this shall be deducted accordingly.

4.        0.    The Distributor will at all times act in a proper ethical, legal, moral and financially sound manner (including in accordance with the Distributor Policies and Procedures and Code of Ethics) and will not engage in any activities that would or may bring the Client or its products into disrepute. 

The Distributor shall not use misleading, deceptive or unfair methods.

5.        0.    Distributor will not use trade name/s and/or trademarks except in any material provided by the Distributor or as expressly authorised in writing. 

6.        0.    The Distributor shall abide by all applicable laws and regulations relating to this Agreement and the promotion and sale of the products (which shall include the Direct Selling Association’s Code of Practice) and will, at its own expense, obtain any consents or licences required in connection with the conduct of such business.

    0.    The Distributor shall speak on behalf of the Client on the subject of its products or services, by means of an interview or articles on television, radio or any press, print medium or communication media with permission granted by the Client. If Distributor is contacted by one of the above the Distributor need not refer media to Client.

7.        0.    Client shall be liable for and pay all monies for administration fees, product orders or any monies due directly to the Distributor’s account. All commissions due to Distributor will be paid by commission cheques, directly to the Distributor credited directly to the Distributor’s account. All commissions will initially be calculated in US Dollars and then converted into Euros or Canadian Dollars in accordance with the exchange rate used by the Distributor.

8.        0.    The Client acknowledges that commissions are paid to Distributor for sales. No commissions or other payments are to be paid to Client and no benefits are to be received by Client for sponsoring other deals or in respect of participation of any other distributor in any trading scheme and no earnings are to be taken by Client from participation in any Compensation Plan. 

Distributor confirms that neither the Client, nor any up-line sponsor has made any claims of guaranteed profits or representations of anticipated profits that might result from their efforts as a Distributor. 

9.        0.    The Distributor acknowledges that success as a distributor comes from retail sales, services and development of an independent network that develops sales with regards direct sales, affiliate sales, mini distribution sales, referrals, influencers, promoters and all other marketing and promoting entities that create sales. 

10.        0.    Distributor has the right to request information about the development of Client’s business to ensure compliance with the terms of this Agreement.

11.        0.    All products supplied to Distributors are subject to the warranties and disclaimer applicable to these products at the time or purchase in these terms. The Distributor acknowledges and agrees when marketing the products:

a. not to make diagnoses of medical conditions;
b. not to make claims that products will prevent, treat, cure, or mitigate any disease or disease condition in humans or animals;
c. not to use pictures, graphic displays, written materials, or make any claims about products not contained in sales and promotional literature approved by Distributor; 
d. not to make any claims including but not limited to any health or nutritional claims about products that can be construed as a drug; and 
e. to comply with Distributor Code of Ethics. 

12.        0.    Distributors shall pay for product/services at the time of ordering and these shall be  at cost and deducted accordingly. 

13.        0.    Distributor acknowledges that product names, corporate name, logos, and trademarks are the exclusive property of Client where ownership of such copyright is proven and non-ownership of copyright or dubious copyright claims shall render the products as held and frozen in stock until such ownership has been established.

14.        0.    Names, addresses and contact details of Distributor, along with any other information provided are Distributor’s confidential propriety information, and will only be used for the purpose of business during, but not after, the term of business. Such information must be kept confidential even after the termination of business. 

XIV. Client’s Products

1.        0.    In the case of an express or exclusive agreement, such agreement shall constitute the same in meaning and effect as if fully set forth herein, and shall be binding upon the parties in accordance with its terms.

2.        0.    Client shall endeavour during the continuance of this Agreement to supply all of its line of branded products, products or products or goods and services and these shall be passed to Distributor exclusively in such an agreement as in XIV 1. above.

3.        0.    If Client fails to supply any line of branded products, products or products or goods and services, Distributor shall be entitled to full remuneration of net values and all sums shall fall due for same and Distributor shall withhold even right to complete the development of all promised products and to finish them and to sell them and market and distribute them as if they had been given to Distributor in the first instance.
    0.    Client shall provide Distributor with an adequate record of all products or products or goods or services to be supplied to the Distributor in respect of which payment shall be due to the Distributor for their services and commissions and other costs, which may take the form of an itemised document, invoice or receipt, and Distributor shall provide full and accurate financial details of all transactions and how any deductions are calculations and made showing all costs and deductions. 
    0.    Distributor agrees to give any purchaser of products a properly completed sales receipt and a record of their transactions and access via login to their account/s.

4.        0.    It is a condition of this Agreement that the Distributor shall sell at least seventy percent (70%) of orders to retail customers and direct sellers and distributors and other sales prior to re-ordering (“the 70/30 Rule”), unless the previous order was for personal use only and the Distributor will keep records of all sales transactions and keep records of retail receipts for any retail sales and comply with any other reasonable verification procedures as required from time to time.

5.        0.    Distributor acknowledges that the prices at which it purchases products under any marketing method or scheme with any parties are influenced by Distributor’s sales record and accordingly, whilst Client may take its own steps to seek to verify Distributor’s sales, Client shall only rely on Distributor’s representations in all respects and accordingly Distributor’s obligation to comply with the 70/30 Rule.

6.        0.    Subject to the Distributor’s own rights on termination described in Clause (Termination) if any downline distributor of the Distributor returns any products and obtains a refund from the Distributor (whether or not such refund is legally required) Distributor will on demand pay any commissions or bonuses earned in relation to those products and Distributor may set off any amounts due to Distributor (right of set off).

7.        0.    In the event that Distributor provides any training for its Distributor network then the Distributor shall require the Client to pay for such costs out of Distributor Marketing budget (less the cost of any subsistence) within 14 days of the training if the Distributor requires.

8.        0.    At all times Distributor shall have the exclusive right to market Client’s products and to deduct the costs of marketing Client’s products and all such costs and arrangements and their associated costs to be deducted from all incomes.

XV  Termination 

9.        0.    Distributor may cancel this Agreement without penalty within 14 days of entering into Agreement by giving written notice of cancellation to the Client at its address (or to such alternative address within the United Kingdom as the Client may specify) and:

10.        0.     Distributor shall require the Client to repay the Distributor within 14 days any monies which the Distributor has paid to or for the benefit of or any of its other distributors in connection with the Distributor’s participation in any trading or in sums paid to any other distributor in accordance with the provisions of this trading scheme; and
 
11.        0.    Distributor may return to Client’s address any products or products or goods which Distributor has purchased and which remain unsold, provided that such unsold products or products or goods remain in the condition in which they were in at the time of purchase, whether or not their external wrappings have been broken, and may recover any monies paid in respect of such products or products or goods; and

12.        0.     Distributor may cancel any services which Distributor has ordered within such 14 day period and may recover any monies paid in respect of such services, provided that such services have been supplied to the Distributor.

13.        0.    In order to recover any monies paid in accordance with all sub- clauses above Distributor shall give reasonable notice to Client itemising repayment of such monies within 21 days of the date of cancellation and Client shall repay such monies as Distributor shall be entitled to recover within 21 days of the date of cancellation.

14.        0.    In order to recover monies paid for products or products or goods under sub-clauses above,  Distributor shall deliver all remaining products or products or goods to its customers within 21 days of the date of cancellation. Distributor shall bear the cost of delivery. The monies paid in respect of those products or products or goods is payable to Distributor on delivery of the products or products or goods, or forthwith if the products or products or goods have not yet been delivered to the Distributor.

15.        0.    Distributor may terminate this Agreement at any time without penalty by giving 14 days written notice of termination to the Client at its email address referred to on the original agreement and by registered post.

16.        0.    If Distributor gives notice to terminate this Agreement more than 14 days after Distributor entered into any Agreement with Client, Distributor shall not return to the Client any products or stock held by Distributor or its affiliates, agents and downlines but shall continue to have the right to sell them in order to recover all costs and fees, outside and third party fees and any legal costs. Within 90 days prior to such termination all products that remain unsold Client will allow Distributor to deduct all costs and the price (inclusive of VAT) which the Distributor paid for the products or products or goods less, where the condition of any such products or products or goods has deteriorated due to an act or default on the part of the Distributor, an amount equal to the diminution in their value resulting from such deterioration and a reasonable handling charge (which may include the cost of repackaging returned products or products or goods for resale).

17.        0.    The Client may only terminate this Agreement at any time by giving 7 days written notice to the Distributor for good and just cause. If the Client terminates this Agreement the Distributor shall not be bound to return to the Client any products or products or goods which the Distributor has purchased through its own manufacturing after such termination and/or which remain unsold for a full refund of the price (inclusive of VAT) which the Distributor has paid for them together with any costs incurred by the Distributor.

18.        0.    In the event that either party terminates this Agreement the Distributor may return to the Client certain products or products or goods but the Client agrees that it may not poach or seek contact with or communicate with any of Distributors clients for one year from the date of termination.

19.        0.    Client may buy products from Distributor for the full Distributor price taking into account any costs for transfer and any commissions, bonuses or other benefits (in cash or in kind) associated to the Distributor in respect of those products or products or goods and any amount due from the Distributor to the Client on any account; including a reasonable handling charge (which may include the cost of repackaging returned products or products or goods for resale), and provided that such products or products or goods have not been purchased or acquired by the Distributor in breach of this Agreement and the Distributor returns such products or products or goods to the Client in an unused, commercially resaleable condition not more than 14 days after the date of full payment; and

20.        0.    Provided that the products or products or goods were seasonal, discontinued or special promotion products which were not to be subject to any buy-back provisions of this sub-clause.

21.        0.    In the event of the termination of this Agreement in order to recover monies paid for products or products or goods the Distributor must deliver the products or products or goods to the Client within 21 days of such termination to the Client’s physical address. 

The Client will bear the cost of such delivery. The purchase price is payable to the Distributor on delivery of the products or products or goods, or forthwith if the products or products or goods are already held by the Client.

22.        0.    If this Agreement is terminated for any reason the Distributor will have the right to be released from all future contractual liabilities towards the Client in relation to this trading scheme, except:

23.        0.    liabilities relating to payments made to the Distributor under contracts which the Distributor has made as agent for the Client (if any); and 

24.        0.    any liability to pay the price of products or products or goods or services already supplied to the Distributor by the Client where the Distributor has not returned such products or products or goods to the Client; and

25.        0.    Client agrees that for a period of one (1) year following the termination of this Agreement, they shall not, directly or indirectly engage in direct contact or contact through any third party, solicit, or attempt to do business with any distributor, supplier, manufacturer, influencer or promoter or any and all other business contact introduced, facilitated, or made available by the Distributor, with the intent of bypassing the Distributor.

IN agreement to 27 above, Client shall not circumvent Distributor or enter into any commercial relationship with any such contacts that would have the effect of circumventing the Distributor’s role, depriving the Distributor of business opportunities, or otherwise undermining the Distributor’s commercial interests.

    0.    IN agreement to 27 above, Client shall not induce third parties or encourage, facilitate, or assist any third party in engaging in conduct that would, if done by the Client, constitute a breach of this clause.

26.        0.    IN agreement to 27 above, this restriction applies regardless of the manner in which the Agreement is terminated and shall remain in full force for the specified duration.

27.        0.    The parties acknowledge that a breach of this clause may cause irreparable harm to the Distributor, for which monetary damages may be insufficient. 

Therefore, the Distributor shall be entitled to seek injunctive relief, damages, or any other appropriate legal remedy in the event of a breach and all legal costs and other costs as a result of such a breach shall be liable and to be made payable by the Client within 90 days and/or deducted from the sale of products or products or goods that shall be created by Distributor to pay for such costs as a result o breach by the Client.

28.        0.    On termination of this Agreement for whatever reason the Distributor shall be entitled to retain any commission paid to the Distributor in accordance with this Agreement unless:

29.        0.    the commission was paid in respect of products or goods returned to the Client (or products or products or goods returned to another distributor who paid the commission);

30.        0.    the Client has refunded any monies due to the Distributor; and 

31.        0.    repayment of the commission is claimed within 120 days of 
the date of having been made.

32.        0.    Any notice given under this termination clause, which is given by first class post to the address of the parties set out overleaf, or to such other address as shall have been notified from time to time in writing by one party to the other, shall result in the period of notice commencing to run from the day when such notice is posted.

33.        0.    Client acknowledges Distributor is not liable for any damages or losses caused by delay or inability to manufacture, sell or deliver its products due to labour strikes, accidents, fire, flood, acts of civil authority, acts of God, or from any other causes that are beyond the reasonable control of Distributor. 


XVI Confidentiality 

1.        0.    As more specifically set out in the Policies and Procedures and the Privacy Policy, the Distributor agrees that where, in the course of trade, the Distributor collects and/or processes customer personal data, including credit card information, the Distributor will ensure that such information is processed, stored and disposed of in a secure manner in accordance with the applicable data protection laws and industry standards.

2.        0.    If at any time any provision of this Agreement (including any provisions of the Policies and Procedures or Compensation) is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair:- 

3.        0.    the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or 

4.        0.    the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement. 

5.        0.    The failure of any party at any time to require performance by any other party of the provisions of this Agreement shall in no way affect the right of such party to require the remedy of any breach of any provisions of this Agreement and shall not be construed as a waiver of any continuing or succeeding breach of such provisions. 

6.        0.    Each party acknowledges that in entering into this Agreement it does not do so on the basis of or in reliance upon any representations, promises, undertakings, warranties or other statements (whether written or oral) of any nature whatsoever except as may be expressly provided in this Agreement (and accordingly any conditions, warranties or other terms implied by statute or common law are (save as to fraud, negligence, defamatory statements or otherwise unacceptable behaviour) hereby excluded to the fullest extent permitted by law).

7.        0.    If there is any provision of this Agreement or of any agreement or arrangement of which this Agreement forms part, which causes or would cause this Agreement or that agreement or arrangement to be subject to registration under the  Restrictive Trade Practices Act 1976, then that provision shall not take effect until the day after particulars of this Agreement or of that agreement or arrangement (as the case may be) have been furnished to the Director General of Fair Trading pursuant to Section 24 of that Act.

8.        0.    This Distributor Agreement, consisting of these Terms and Conditions, the Distributor Application Form, the Policies and Procedures and Compensation, constitutes the entire agreement between the parties; there are no oral terms or representations, and no party or sponsor is entitled to vary them and they may only be amended in writing only upon prior written agreement between Client and the Distributor.

9.        0.    Client may assign this Agreement at any time without the consent of the Distributor. 

10.        0.    This Agreement is governed by and shall be construed in accordance with English law and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the English Courts in respect of any dispute arising herefrom or any other contractual relationship between the parties hereto. 

XVII Patents and Copyrights 

1.        0.    The Distributor agrees that it will not, directly or indirectly, apply for, take out, maintain, or otherwise acquire any new patents, utility models, registered designs or copyrights (except those of tis own and those of its third parties) in any country, on the basis of confidential information obtained by the Distributor from Client (or any of Client’s affiliates). At all times Distributor may only apply the patents of the Client in order to sell the products and goods according to these terms and conditions.

XVIII Technical Assistance 
1.    
2.        0.    At the Distributor’s request, Client may, at its discretion, furnish technical assistance and information with respect to possible applications and technical specifications of its product free of cost unless fees have been agreed in the individual case. By providing advice and information Client does not assume any warranty, express or implied, for technical specifications, use, selection or suitability of the products. 

3.        0.    In particular, Distributor does not assume any warranty that certain reactions to products which have been presented are not feasible.

XIX Compliance with Laws 

1.        0.    The Distributor shall conduct its operations in compliance with all applicable laws and regulations of all jurisdictions having contact with the transactions contemplated by the Agreement, including, without limitation, any European Union (“EU”) legislation, and shall indemnify and hold Client and its legal successors and assigns harmless from and against any liability for failure to do so.

The Distributor will, without limitation, obtain and maintain, at the Distributor’s expense, all licenses, permits, registrations, authorizations, certificates, consents, waivers, receipts, qualifications, clearances and approvals of any type or character whatsoever (whether public or private) as needed to authorize, without limitation: (i) the parties’ execution of the Agreement and performance hereunder; and (ii) the Distributor’s import, export, storage, distribution, use, marketing, transportation and sale of the products.

2.        0.    Without limiting anything in the preceding paragraph: (i) the Distributor acknowledges that Client (and its affiliates) is bound by a corporate policy of ethical and legal conduct (the “Policy”), as well as United States (“U.S.”) law, including the Foreign Corrupt Practices Act of 1977, as amended (the “Act”); and (ii) the Distributor agrees not to engage in any activity in violation of the provisions of the Policy, the Act or any other applicable laws or regulations prohibiting unfair, fraudulent or corrupt business practices, including legal requirements designed to combat terrorism and terrorist activities. 

XX  Export 

1.        0.    The Distributor acknowledges that the products may be subject to export and economic sanctions restrictions of the EU, the United Kingdom, U.S. and other countries. The Distributor represents and warrants that it will not use, transfer, release, export or re-export or take any action that could result in the diversion of any Client products or items containing or incorporating any Client products in violation of applicable Export Regulations.

2.        0.    The Distributor shall screen parties to export transactions against applicable sanctions and denial lists and inform Client if any proposed transaction involves parties on those lists or sanctioned destinations. The Distributor shall obtain any approvals that may be required.

3.        0.    The Distributor is prohibited from selling or providing products of Client to any third party if such products are excluded from delivery according to United Kingdom, EU or U.S. export regulations.

4.        0.    If U.S. export controls require a license for the export of one or more of the products (or any part thereof or relating thereto) or any other products or services sold under these Terms and Conditions

(i) Client’s obligations under these Terms and Conditions are subject to the condition precedent of the grant of such export license and

(ii) the Distributor shall not transfer or dispose of any such products or related software, know-how, technical data, documentation, products, services or other materials to any party or in any manner which would constitute a violation of U.S. export controls. 

XXI No Waiver 

1.        0.    No delay on the part of Client in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Client of any right or remedy shall preclude such party from any further exercise of the right or remedy, or the exercise of any other right or remedy.

XXII Liability Disclaimer & Indemnification Clause

2.        0.    No Liability for Product Claims
Client acknowledges and agrees that the Distributor makes no representations, warranties, or assurances regarding the accuracy, efficacy, safety, or performance of the Client’s product(s) or any claims made by the Client in relation to such product(s). 

Any statements, advertisements, warranties (express or implied), descriptions, or representations made by the Client regarding the product’s qualities, effects, or benefits shall be solely the responsibility of the Client, and the Distributor shall bear no liability for such claims under any circumstances.


    0.       No Liability for Disputed / Unproven Claims
In the event that any third party, customer, consumer protection agency, regulatory body, or legal authority disputes, challenges, or legally contests the claims made by the Client regarding the product(s)—including but not limited to claims regarding performance, safety, effectiveness, health benefits, or compliance with any regulations—the Distributor shall not be held responsible or liable in any manner. 

    0.    If clear evidence is provided by a third party or proven in any legal or regulatory forum that the product does not perform as claimed by the Client, the Client shall bear full and sole liability for any resulting claims, penalties, refunds, damages, settlements, legal costs, and any other expenses incurred.

    0.    Client’s Full Indemnification Obligation
The Client agrees to fully indemnify, defend, and hold harmless the Distributor, its officers, employees, affiliates, agents, and representatives from and against any and all claims, liabilities, demands, actions, damages, fines, penalties, losses, costs, and expenses (including, without limitation, legal and professional fees on a full indemnity basis) arising out of or in connection with:

3.        •    Any claim, dispute, lawsuit, investigation, or regulatory action related to the Client’s product claims, marketing, labeling, advertising, or representations.

    •    Any third-party allegations that the product does not perform as claimed by the Client.

4.        •    Any customer refund demands, product liability claims, consumer complaints, class-action lawsuits, or adverse rulings regarding the Client’s product.

5.        •    Any breach of applicable laws, regulations, or industry standards by the Client.

6.        0.    Legal Costs & Expenses
Should the Distributor incur any legal fees, court costs, expert witness expenses, or other financial burdens as a result of any claims, disputes, or legal actions related to the Client’s product or product claims, the Client shall fully reimburse the Distributor within 14 days of receiving an invoice for such costs or costs shall be deducted from all current and or future sales.

7.        0.    Any such actions taken by customers shall not give or provide any right to the Client to terminate this agreement for any reason.

8.        0.    Survival of Obligations
This clause shall survive the termination or expiration of this Agreement indefinitely and shall remain enforceable regardless of whether the Client continues to engage in business with the Distributor.

XXIII Force Majeure 

1.        0.    If Client is prevented by force majeure from performing its contractual obligations, in particular from delivering the products, Client will be released from its obligation to perform for the duration of the impediment and for a reasonable start-up period without being liable towards the Distributor for damages. 

The same applies if the performance of its obligations by Client is unreasonably impeded or becomes temporarily impossible because of unforeseeable circumstances for which Client is not responsible. Such causes include, but are not limited to, acts of God, actions of the elements, including floods and other natural disasters, fires, explosions, lockouts, strikes, wars, riots, civil commotion, epidemic, embargoes, failure to obtain export licenses or import authorizations, transportation delays and acts of government, energy shortfalls, suppliers’ delivery problems or substantial interruptions of operations.

 Client shall promptly notify the Distributor of such interference, including, without limitation, a detailed description thereof, the date of commencement of such interference and the estimated duration thereof. 

2.        0.    Client shall be entitled to terminate the agreement or may end or terminate a single purchase order if such interference persists for more than ninety (90) days and Client no longer has an interest in performance of the purchase order due to such interference. 

After expiration of such period, at the Distributor’s request, Client shall declare whether it intends to exercise its termination right or deliver the products within a reasonable period of time.

3.        0.    In no event shall Client be liable to the Distributor for any claims, damages, costs or expenses arising out of or related to Client’s inability to timely ship products or fulfill purchase orders due to a cause referred to in Section XX.1. 
 
XXIV Confidentiality 

1.        0.    The Distributor agrees for itself and its employees, agents and representatives that the Distributor shall not disclose to any third party and shall maintain as confidential, any and all confidential information provided to the Distributor by Client. 

    0.    Such confidential information shall include, without limitation, information concerning Client or its affiliates’ business, finances, proposed products, special project pricing, purchase orders, the Agreement, business or operational know-how. 

XXV Miscellaneous 

1.        0.    The captions in the Agreement are for convenience only and do not affect the interpretation of the Agreement. 

2.        0.    The parties’ obligations under Sections (Claims for Defect), (Liability of Client), (Confidentiality) and (Miscellaneous) of these Terms and Conditions shall survive the expiration or termination of the Agreement.