This Agreement is entered into by and between TIANA Fair Trade Organics Ltd, (the "Company') and any person who completes the wholesale purchase of TIANA products (the "Purchaser").
BY CLICKING THE ACCEPTANCE BUTTON OR CONTINUING WITH THE PURCHASE OF TIANA PRODUCTS, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, AND YOU MAY NOT PURCHASE TIANA PRODUCTS FROM THE COMPANY.
1. Dilution, Adulteration and Repackaging.
In connection with the purchase of TIANA Products (the "Product") Purchaser hereby represents and warrants to the Company that Purchaser shall not dilute, adulterate, repackage or in any fashion alter the contents of the product or their packaging containers, labels or markings, for the purposes of resale to the public or other retail distribution without the Company's express written permission. In addition, Purchaser will act with the highest standards of business ethics, honesty and integrity so that the reputation and good will of the Company will not be adversely affected by any acts or omissions of Purchaser.
The Company reserves the right to refuse to sell at any time to Purchaser if Purchaser operates in a manner inconsistent with the Purchaser's obligations and undertakings herein and reserves the further right to demand return, at Purchaser's cost, of any Product held by Purchaser at or after the time that Purchaser's violation of this agreement, or violation of any other agreement between the Company and Purchaser, is discovered by the Company.
2. Purchaser agrees to abide by the Internet minimum pricing standards as established by the Company. Minimum pricing standards are subject to change at any time. Purchaser agrees not to sell on eBay and Amazon websites or any other third party marketing websites. Our approved Internet retailers may only have TIANA Fair Trade Organics products displayed and sold on their own websites.
3. Minimum Purchase Requirements. Purchaser agrees to make their first wholesale purchase within 3 weeks of being approved as a wholesale client of the Company. Thereafter Purchaser agrees to order a minimum of Â£250.00 worth of wholesale goods from the Company within a 6 month period. Failure to meet these minimum purchase requirements will result in the loss of wholesale status with the Company.
4. Confidentiality. Wholesale prices and pricelists of the Company's products is confidential, and for the use of the Purchaser only. Publishing or revealing the wholesale pricing of the Company's product line outside of the business of the Purchaser is strictly forbidden without prior written consent from the Company. Failure to preserve the Company's confidentiality in its wholesale pricing will result in the immediate and permanent termination of wholesale status of the Purchaser. The Company reserves the right to seek compensation for any loss or damages that would result from any breach of confidentiality.
5. Indemnification. Purchaser agrees to defend, indemnify and hold harmless the Company and its subsidiaries and affiliated companies, successors and assigns, and their respective officers, directors, employees, shareholders, agents and representatives from and against all suits at law or in equity, and from all costs damages, claims, demands, judgments, and other expenses or costs (including reasonable attorneys' fees) of any nature and character which may arise out of Purchaser's violation or breach of the terms and conditions of this Agreement, or resulting from any personal injury, death or property damage associated with or stemming from Purchaser's repackaging or resale of the Product.
Purchaser agrees to promptly notify the Company of any such claim, demand or proceeding. The Company shall have the right, but not the duty, to participate in the defence of any such claim or demand as it deems necessary and appropriate. Purchaser shall pay any and all damages, costs, including reasonable attorneyâ€™s fees (judgments and/or settlements) resulting from any such claims, demands or proceedings, subject to the terms of this Agreement.
6. Modification. This Agreement constitutes the full and complete understanding and agreement of the parties with respect to the subject matters discussed herein and supersedes any prior or contemporaneous understanding or agreement, whether written, oral or communicated in any other type of medium, between the parties relating thereto. No amendment or modification of any provision of this Agreement shall be binding unless made in writing or comparable electronic format and published on the Company website. The Company reserves the right to modify this agreement at any time. The Purchaser will be notified by email of any change, provided the Purchaser has agreed to receive email communication from the Company.
7. Waiver. No waiver of any term, condition or covenant of this Agreement by the Company shall be deemed to be a waiver of any subsequent breaches of the same or other terms, covenants or conditions hereof by such party.
8. Construction. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective or valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.
9. Titles. Titles to sections and subsections of this Agreement are solely for convenience and do not modify or interpret any provisions contained therein.
10. Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with the laws of United Kingdom.