| Wholesale Terms and Conditions |
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ENHANCED EXISTENCE UK AIDANCE SKINCARE PRODUCTS Wholesaler Terms and Conditions As a participant in the UK Aidance Skincare Products Wholesaler Program, including marketing, sale and distribution of Tetrasil, Wholesaler agrees to the following Terms and Conditions: DEFINITIONS: - “EE” refers to Enhanced Existence. PRODUCT ORDERS – Wholesaler agrees to honour minimum-order requirements. Price reductions are available to Wholesaler when ordering in larger quantities per order. At its sole discretion, EE may issue additional discounts and rebates to Wholesaler as part of the Program. At its sole discretion, EE may change prices. EE will provide written notice of such changes at least 30 days before they go into effect. In rare circumstances, if Product component costs increase substantially, EE will not be bound to a 30 day notice requirement but will inform Wholesaler immediately of cost issues and new pricing. Product prices are exclusive of any taxes, fees, duties, value added, withholding, or other such amounts. Wholesaler hereby certifies to EE that Wholesaler is able, based on applicable laws, to resell products. Wholesaler shall be responsible for assessment, collection, remittance, accounting, reporting, and all other such legal responsibilities of VAT and any other duties, excise or taxes, if applicable, for Wholesaler's sales to End Users. Wholesaler will pay for each order “CAV” (Cash In Advance) to EE by credit card, cheque or similar arrangement agreed to by EE; before orders are filled. EE makes no commitment on the time required to fill and deliver an order. EE recommends that Wholesaler keep a certain quantity of Product in inventory to avoid any shortages. RIGHTS AND OBLIGATIONS OF Wholesaler – Wholesaler, on a non-exclusive basis, may market, sell and distribute AST Products, to any customer anywhere in the world, through any legal channel, within the constraints of applicable regulatory agency or other legal restrictions, where a particular region has been awarded to an Exclusive Wholesaler. If and/or when an Exclusive Wholesaler agreement has been awarded over a particular region, notice of restrictions on sales to that region will be communicated to the Wholesaler. Wholesaler shall be responsible for all End User customer support, technical support, billing and collection of payments from End User. Wholesaler shall indemnify and hold EE and AST harmless from and against any and all claims, losses, or damages that may arise from Wholesaler's marketing, sale, or support of any Product. Wholesaler shall be authorized to use certain AST trademarks, graphics, symbols, or other content for use in promotion of Products. Such materials, at the sole discretion of AST, are to be provided by EE to Wholesaler with the express intent of their use for such purposes. Wholesaler may also create its own content relating to Products, which EE shall have the right to prevent Wholesaler from using if EE finds it to be objectionable or for any other reason. Wholesaler agrees never to develop, de-formulate or reverse engineer any AST product or AST Active Ingredient. Wholesaler agrees to never commission or collaborate with any individual, agency, or entity to do the same. Wholesaler agrees to never repackage any AST product. Wholesaler PROMOTION OF AST PRODUCTS – At EE’s sole discretion, EE will supply Wholesaler with graphic elements and other standardized content to enable Wholesaler to create Wholesaler’s own promotion of AST Products. ALL PROMOTIONS BY Wholesaler OF AST PRODUCTS, WHETHER IN PRINT, ELECTRONIC, VIDEO, RADIO, OR BROADCAST VENUES, MUST INCLUDE THE FOLLOWING STATEMENT: “Tetrasil® is a registered trademark of Aidance Skincare and Topical Solutions, LLC. Tetrasil is protected by U.S. and international patents granted and pending, including US 6,669,966, US 6,645,531, US 6,258,385, and PCT/US00/29115.” Wholesaler will not represent itself in any way that implies Wholesaler is an agent or branch of EE or AST. EE retains the right to periodically request, in writing, copies of Wholesaler’s promotional materials to be sent to EE for review within 15 days of such request. In an effort to retain proper understanding and definition of AST Products and their uses, EE requires that explanations be within the parameters of the descriptions at www.enhancedexistence.com. PHARMACEUTICAL CLAIMS – Promotional items must not make claims that are in violation of codes or laws of Government regulatory agencies applicable to country of commerce, such as the U.S. US Food & Drug Administration (FDA) and UK NHS Medicines and Healthcare products Regulatory Agency (MHRA). Similarly, Products may not be sold through a venue that is in violation of applicable regulatory agency codes or laws. In all broadcast media, public interviews and public communications, Wholesaler agrees to not make any absolute claims regarding the product. (E.g. “This product heals...”, “This product cures…”). Wholesaler shall abide by all applicable regulatory law regarding mass email solicitations (i.e. “spam”). RIGHTS AND OBLIGATIONS OF EE AND/OR AST – EE will replace any AST Product sold by Wholesaler to an End User and subsequently returned to Wholesaler for Refund, provided that Wholesaler notifies EE of the reason for End User’s refund request through a returns form and Wholesaler returns product to EE with the form. Wholesaler shall be responsible for any and all refunds to be issued directly to End User. Returns will be given to the Wholesaler by way of replacement product with their next order. EE reserves the right to alter this policy at any time. EE does not represent that it will continue to Supply AST Products indefinitely or even for any specific period. AST specifically reserves the right to modify any of the specifications or characteristics of its products, to remove any product from the market, and/or to cease manufacturing or supporting it. Notification of such actions will be communicated by EE, in writing, to Wholesaler 60 days prior to such actions. EE shall not be responsible for Acts of God, acts by third parties, or other events outside EE’s reasonable control. EE shall make every effort to fill Wholesaler orders in a timely manner, but shall not be held responsible or liable in any manner for delays caused by third party suppliers, service providers, or AST or EE itself. Nothing in these Terms and Conditions shall prohibit EE or AST from selling Products directly to any customer desired without involvement of or obligation to Wholesaler. Wholesaler agrees that all of AST’s rights, including but not limited to, intellectual property rights, patents, trademarks, and copyrights, shall fully remain with AST. Wholesaler shall act merely as a Wholesaler of Products, and shall gain no rights over EE, AST or AST Products. Wholesaler acknowledges that Tetrasil® is an international registered trademark and Wholesaler also acknowledges that it would be a violation of international trademark and copyright laws for Wholesaler to use the name Tetrasil or any other AST product name in any of Wholesaler's website domains or in any other way not expressly permitted by this Agreement. ACCEPTANCE AND TERMINATION – EE reserves the right to cease supply of AST Product(s) to Wholesaler, if Wholesaler breaches these Terms and Conditions, acts unlawfully, misrepresents the Product, or for any Wholesaler business practice deemed unethical by EE. EE, AST and Wholesaler agree that there is no employer-employee relationship between EE, AST and Wholesaler. Wholesaler is an Independent Contractor. Each party shall conduct its business at its own location with its own employees and resources, and at its own expense. Wholesaler shall not be construed to be a legal partner of EE or AST. Neither party shall have the right to incur any obligations on behalf of the other, except as otherwise provided herein. EE AND AST MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY WAY OF EXAMPLE BUT NOT OF LIMITATION, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. EE AND AST SHALL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BY Wholesaler OR THIRD PARTY ON ACCOUNT OF OR ARISING FROM THE USE OF PRODUCTS. UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL EE BE LIABLE TO Wholesaler OR ANY OTHER PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE. Enhanced Existence |