The Parties wish to enter into an Agreement wherein the Supplier (Plumerian Inc.) provides certain eyelash products to the Distributor for distribution.
In consideration of the promises and covenants contained herein, the Parties do hereby agree as follows:
Subject to the terms and conditions of this Agreement, Plumerian Inc. appoints the Distributor, and the Distributor accepts such appointment and agrees to act as Plumerian Inc.’s distributor of Plumerian Inc.’s products within their country of residence (territory).
Plumerian Inc. shall supply and the Distributor shall purchase, inventory, promote and resell Plumerian branded eyelash products.
The Distributor shall not modify, change, or alter the product.
3. SALES TARGETS
The Distributor shall use reasonable commercial efforts to purchase and sell a base of at least the minimum order quantity (MOQ) of Plumerian Inc’s Adhesives within 3 Months of the original purchase date to ensure the quality of the product for its customers and to maintain a GOLD status rating on the website.
If the Distributor does not purchase and sell the MOQ of Plumerian Inc’s Adhesives within 3 Months of the original purchase date, Plumerian Inc. will drop the Distributor’s rating on the website to a SILVER status rating and the Distributor’s First name and generalized location will only be posted to the website. A Distributor in SILVER status will still have potential customers referred to them by Plumerian Inc., but potential customers may be unable to contact them directly.
If the Distributor does not purchase and sell the MOQ of Plumerian Inc’s Adhesives within 6 Months of the original purchase date, Plumerian Inc. will drop the Distributor’s rating to a BRONZE status rating and the Distributor’s information will no longer be posted on the website. The Distributor may continue to sell the products in accordance to the terms within this Agreement for a period of 1 year from the original purchase date, at which point this Agreement will be automatically terminated.
The Distributor GOLD, SILVER, and BRONZE status ratings will be changed on the website in accordance with the timelines outlined in this Agreement and are subject to change or be upgraded immediately upon a new order having been made by the Distributor.
The products will be distributed exclusively within the Distributor’s country of residence.
5. NO THIRD-PARTY AGENTS
The Distributor shall not sell/ license Plumerian Inc’s products through third parties without Plumerian Inc’s prior written consent to the proposed relationship.
6. DISTRIBUTION TERMS
The Distributor shall exercise its best efforts to obtain and promote the sale of the products in their country of residence, in accordance with Plumerian Inc.’s marketing policies and programs.
The Distributor shall abide by the policies, procedures, or other rules regarding the purchase and sale of the products.
The Distributor shall conduct its business in a manner that is favorable to and promotional of Plumerian Inc. and its products and shall not disparage or tarnish the name, reputation, and goodwill of Plumerian Inc. and its products.
The Distributor shall provide adequate training to any staff involved in the sale of the products.
The Distributor shall not be permitted to conduct a sale or distribution of the products outside of their country of residence. If the Distributor receives any inquiries for the products outside their country of residence, the Distributor shall contact Plumerian Inc. to determine how they should proceed.
Plumerian Inc. shall exercise its best effort to fulfill the Distributor’s orders for the products but reserves the right to allot available inventory to other distributors and customers at its discretion.
7. PRICE AND TERM OF SALE
The Purchase Price shall be posted in the “Distributor Pricing” section posted on the website and will be visible to the Distributor before their first order, and thereafter. The Purchase Price shall also be clearly listed on the invoice sent to the Distributor for each order. Any products expected to increase in the Purchase Price shall be communicated by Plumerian Inc. to the Distributor through written notice of at least 1 Week before the expected increase. The Distributor shall have the right, but not the obligation, to purchase a supply of products at the original Purchase Price within the 1 Week period, before the Purchase Price is scheduled to increase.
The risk of loss, destruction, or deterioration of the Products shall pass to the Distributor after Plumerian Inc. completes the delivery of the products to the Distributor. Plumerian Inc. shall select the carrier unless the Distributor requests for a reasonable alternative.
8. PAYMENT INFORMATION
All orders for products made by the Distributor must be paid in full to Plumerian Inc. before the products being sent to the Distributor.
9. RESALE PRICE AND EXPENSES
The Distributor may set the selling price within +$2CAD of which the Plumerian products are sold on the website. The exception is for New Zealand Distributors who may set the selling price within +5AUD of which the Plumerian products are sold on the website. This is an allowance by Plumerian Inc. that the customer may use their discretion to pay for, for faster delivery, lower shipping costs, and the absence of duties or taxes when the products are purchased within their country from the Distributor.
The Distributor acknowledges that setting the selling price higher than the price posted on the website holds the risk that the customer may decide to purchase the product directly from the website instead of from the Distributor and that maintaining the selling price at the same price like that on the website is the best option.
The Distributor shall be solely responsible for the costs involved in the distribution of Plumerian Inc.’s products, including sales costs, import duties, any and all banking charges, shipping and handling costs, and other costs associated with making payment.
10. PROMOTIONAL MATERIALS AND ADVERTISING POLICY
Plumerian Inc. may provide the Distributor with promotional materials from time to time which the Distributor may use to assist in the sale of the products.
The Distributor may conduct their own advertising and promotional activities of the products, provided the same has been approved by Plumerian Inc. Said approval shall not be unreasonably withheld.
11. INTELLECTUAL PROPERTY
The Distributor hereby acknowledges and agrees that Plumerian Inc. retains all rights in and to Plumerian Inc.’s intellectual property, including all trademarks, service marks, trade secrets, or other intellectual properties. The Distributor may not add any of Plumerian Inc’s intellectual property to any other product or material.
If any of the products are proven, to Plumerian Inc’s satisfaction, to be defective within a period of 30 Days of sale and delivery to the Distributor, Plumerian Inc. shall, at the Distributor’s discretion, adjust the original sales price of the defective product or replace the same.
Except as herein provided, Plumerian Inc. makes no other warranties, express or implied, or promises or obligations with respect to the products.
Each Party hereby acknowledges and agrees that they and the other Party each possess certain non-public Confidential Information and may also possess Trade Secret Information regarding their business operations and development. The Parties agree that this information is secret and valuable to each of their respective businesses. Each of the Parties desires to maintain the secret and private nature of any information given.
14. TERM AND TERMINATION
This Agreement shall commence on the date that this Agreement is electronically signed and shall continue for a period of 1 year.
At the end of the term, the Agreement shall automatically renew until either Party gives a notice of termination at least 7 days prior to the date of termination.
Either party may terminate this Agreement for any reason or no reason at all prior to the natural expiration of the term upon the following notice: 1 Week.
Plumerian Inc. may terminate this Agreement upon notice to the Distributor for the following:
- The Distributor fails to meet the performance metrics;
- Failure of the Distributor to operate in the ordinary course of business of any reason;
- The Distributor has a material change in the structure of its business, including a change in ownership; and
- Submission by the Distributor to Plumerian Inc. of any false statements or reports.
OBLIGATIONS UPON TERMINATION
The Distributor shall no longer be advertised or otherwise affiliated as being a distributor of Plumerian products in any way.
Plumerian Inc. may, at its sole and exclusive discretion, repurchase the existing products in the Distributor’s inventory from the Distributor or may require the Distributor to sell the products to another distributor.
The purchase price of the sale back to Plumerian Inc. or another distributor shall be the cost that the Distributor paid for the products, less any applicable restocking or refurbishing charge. The shipping cost of the products to be sent back to Plumerian Inc. or another distributor shall be the responsibility of the Distributor. The sale shall only take place if the Distributor has maintained the products in good condition upon Plumerian Inc.’s examination and approval.
If Plumerian Inc. opts to not repurchase the remaining products in the Distributors inventory, it is expected that the Distributor use any remaining inventory for personal use and not for resale.
No consideration or indemnity shall be payable to the Distributor either for loss of profit, goodwill, customers or other like or unlike items, nor for advertising costs, costs of samples or supplies.
In no event shall the Distributor continue to represent itself as a Plumerian Inc. Distributor or representative after the termination of this Agreement.
Plumerian Inc. may continue to fill any orders from the Distributor that have been accepted prior to the termination of this Agreement under the terms and conditions of this Agreement.
16. RELATIONSHIP OF THE PARTIES
The relationship between Plumerian Inc. and the Distributor shall be that of vendor and vendee. The Distributor shall, under no circumstances, be considered an employee, agent, or representative of Plumerian Inc. and shall not have any right to enter into any agreements or obligations on behalf of Plumerian Inc.
17. LIMITATION OF LIABLILITY
Plumerian Inc. shall in no event be liable for any indirect, special, exemplary, incidental or consequential loss or damage or any lost profits, lost savings or loss of revenues suffered by the Distributor arising from or in any way connected with this Agreement or the sale, distribution or use of Plumerian Inc’s products. The Distributor shall indemnify Plumerian Inc. and hold it harmless from any claims, demands, liabilities, suit or expenses of any kind arising out of the sale or use of Plumerian Inc.’s products in the territory or by the Distributor’s customers. This section shall survive the termination of this Agreement for any reason.
18. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between Plumerian Inc. and the Distributor and supersedes all prior negotiations, representations, agreements, either oral or written.
19. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only if electronically signed and agreed upon by both Parties.