Innovative Products in Support of Your Long-term Health, Fitness & Wellbeing
Please read the full text of this Distributor Programme Agreement below and print for your records.
Then to show your acceptance of the Terms & Conditions of this Agreement between us, please submit the form with your digital signature here.
This is an Agreement between Energy for Health Ltd (‘EfH’, ‘we’ and ‘us’) of 18A Atlantic Road, Weston-super-Mare BS23 7DQ, England, UK and You (the Distributor, or ‘you’) under which the Distributor agrees to promote and purchase for retail sale the products offered by EfH from time to time within the territory of your established business location on a non-exclusive basis.
EfH agrees to sell its products to the Distributor and to customers referred to EfH by the Distributor in accordance with the Distributor Programmes detailed below, as modified from time to time, upon receipt of properly completed purchase orders accepted by an authorised officer of EfH or its properly appointed agents for such purpose and if payment of the full purchase price is made to EfH or its nominee. The Distributor agrees to participate in any or all of the three Distributor Programmes detailed hereinafter as a distributor and as an order taker.
Customers who buy EfH products direct after being referred to us by you through the Customer Referral Programme will be deemed to be customers of EfH and the Terms and Conditions of business, policies, and operating procedures of EfH concerning customer orders, customer service and sales will apply to those customers. We encourage you to inform us of the contact details of all customers who buy products directly from you under the Distributor Wholesale Programme so that we can inform them of special offers and send other promotional materials from time to time. The order forms sent out with such offers will include your Distributor ID code as the source code. If any such customers subsequently order products directly from us, we will pay you Commission on such sales at the commission rate payable to you at that time under the Customer Referral Programme.
EfH products, prices and availability may vary from time to time. Because price changes may affect items that you have listed as being available, for example on your own website, you are not permitted to include price information in your published information. An exception will be if you include price information directly from our website in your web page on a real-time basis, an option that we may offer at our discretion or cancel at any time.
We will use reasonable efforts to present accurate information, but we do not guarantee the availability or price of any particular product nor do we guarantee the accuracy of descriptions, images or other representations associated with our products in printed materials or on our website.
We will make all reasonable efforts to fulfil orders promptly upon receipt of payment subject to stock availability. We reserve the right to substitute goods of equivalent or higher value and as near as possible in specification to the original item ordered if for any reason identical goods are not available.
We reserve the right to change our product range, specifications, prices and the details of our Distributor Programmes at any time. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for EfH products sold direct to customers referred by you under the Customer Referral Programme in accordance with our own pricing policies that are current at the time the order is placed.
Upon being requested by you to take back any stock previously purchased from us under the Distributor Fulfilment Programme and stored on your behalf at the Fulfilment Warehouse, we will arrange for return of the goods and will repay you the amount originally paid by you after deduction of all storage and other incidental costs due and a 15% administration charge.
You shall not make any use of any Licensed Materials without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Licensed Materials for purposes other than selling EfH products without obtaining our prior written consent. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays EfH or its products in a negative light. We reserve all of our rights in the Licensed Materials, and all other intellectual property rights. We may revoke your license at any time by giving you notice in accordance with the provisions of Clause 14 of this Distributor Programme Agreement. You shall obtain no continuing rights in and to the Licensed Materials.
You shall not create, publish, distribute or permit any written material that makes reference to EfH or its products without first submitting such material to us and receiving our written consent. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
You shall not make any use of the Proprietary Images for purposes other than selling EfH products. You agree not to use the Proprietary Images in any manner that is disparaging or that otherwise portrays the owner in a negative light. We reserve all of our rights in the Proprietary Images, and all other intellectual property rights. We may revoke your license at any time by giving you notice in accordance with the provisions of Clause 14 of this Distributor Programme Agreement. You shall obtain no rights in and to the Proprietary Images. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
If this Agreement is terminated because you have breached any of the terms of this Agreement or if this Agreement is terminated because your associated website contravenes the content restrictions set forth in Clause 13, you are not eligible to receive any commissions, even for commissions earned prior to the date of termination, unless we determine at our discretion that they will be paid.
If this Agreement is terminated for any other reason, you are only eligible to earn commissions on sales and referrals occurring during the term of the Agreement, and commissions earned up to the date of termination will remain payable only if the related orders remain valid, that is, are not cancelled or returned or remain unpaid. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.
Where this Agreement is terminated for any reason other than breach of any of the terms of this Agreement we will continue to honour for the remainder of the requisite twenty four months the payment of bonus commissions due to you arising from referrals under the Distributor Candidate Referral Programme made by you prior to termination, and also to pay for a period of twenty four months from termination any Commission due on sales to your customers during such twenty four months where you have submitted the relevant contact details to us.
On termination you shall send to us full and complete details (including name, address and products purchased) of all customers you have sold to, referred to us or otherwise had dealings with and you shall not retain copies of such details except for the purpose of checking payments of commission due to you.
Nothing in this Agreement shall limit liability in respect of personal injury or death caused by our negligence.
Your Privacy is respected by EfH and subject to the preceding paragraph any sensitive personal or commercial information you provide to us will be kept confidential and will be used for our records only and no personal or financial information you give us will be shared with any other parties without your consent.
23.2.In the event that EfH is required to repurchase products held on your behalf under the Distributor Support Programme Agreement (currently clause 2.9) you shall indemnify EfH against all losses, claims, costs damages and other liabilities (including loss of profit) arising as a result of such repurchase.
23.3. EfH shall not be liable for any claims, costs, damages and other losses suffered by you to the extent resulting from any failure on the part of EfH, its servants or agents caused by or directly or indirectly due to war, act of God, act of any government or other competent authority, civil unrest, embargo, computer system failure, storm, fire, accident, industrial action including strikes and lockouts, illness, prevention from or hindrance in raw materials, energy or other supplies, or any other similar cause or matter beyond the reasonable control of EfH.
23.4. It is hereby agreed and acknowledged that, save as expressly provided, the terms of this Agreement are not intended to be and shall not be enforceable by any person who is not a party to this Agreement under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of a third party that exists or is available apart from such Act.