Terms and Conditions - Retail Agreement

MEMOBOTTLE RESELLER TERMS & CONDITIONS PRICING: All prices are wholesale and for the domestic and international  trade.MINIMUM ADVERTISED PRICE REQUIREMENT: The Reseller is required to maintain MRP in all advertising, print, web and media exposure. Refer to the wholesale information document for MRP across the product range.NEW ACCOUNTS: memobottles must be ordered in case quantities of six (6), and lid packs in case quantities of twenty-four (24). A completed retailer application must be submitted through (https://www.memobottle.com.au/pages/wholesale). New accounts will be opened at memobottle Pty Ltd’s sole discretion based upon market conditions and other factors deemed relevant by memobottle Pty Ltd. Each individual resale location must be approved by memobottle Pty Ltd. Please allow up to 2 weeks for a reply; response time may vary seasonally.ESTABLISHED ACCOUNTS: memobottles must be ordered in case quantities of six (6), and lid packs in case quantities of twenty-four (24).CUSTOM ORDERS: memobottle Pty Ltd reserves the right to approve or deny any customization to memobottles, which includes but is not limited to, printed logos and custom lids. All custom orders are managed by memobottle. For more information contact sales.memobottle@theflank.com.PAYMENT TYPE: Unless expressly indicated to the contrary, all amounts set forth in this Agreement, or any Exhibit, are to be paid in the invoiced currency, and all payments shall be made to Memobottle in by bank wire transfer, credit card or PayPal transfer to an account designated by Memobottle.PAYMENT TERMS: The Reseller is required to pay 50% of the product order at the date of Purchase Order.  The remaining 50% of Product order balance is due and payable upon Invoice date. memobottle Pty Ltd reserves the right, at any time, to suspend or change credit terms on overdue accounts. Failure to pay invoices when due will enforce immediate payment of  all subsequent invoices irrespective of terms. Additionally, memobottle Pty Ltd may withhold all subsequent deliveries until all accounts are settled in full. For any invoice inquiries and requests contact sales.membottle@theflank.com.ORDER PROCESSING TIME: For orders in stock, processing time is 5-10 business days. Changes to an order must be made within 24 hours of the order being submitted. Any changes requested after 24 hours are at the sole discretion of memobottle Pty Ltd. BACKORDERS: If an item is not in stock, it will be placed on backorder and be processed  automatically when restocked. The Reseller is responsible for canceling backorders if the item is no longer required. Refused merchandise will incur freight and/or storage charges in addition to a 10% restocking fee.SHIPPING: Economy shipping costs are inbuilt within our per unit pricing.  If express or any other shipping is required, an additional charge will be added to the invoice to the amount of the cost differential. Where customs/import fees are applicable, these will be paid by the Reseller. Any special shipping instructions or guidelines must be provided when the order is placed. memobottle shall be responsible for filing damage claims with the carrier if the goods are damaged in transit.NON-COMPETITION: The Reseller agrees not to manufacture, purchase, distribute, advertise, promote, display offer for sale, or sell any bottle that competes with, is an imitation of, or is otherwise confusingly similar to, any memobottle while the Reseller maintains an active account with memobottle or otherwise advertises, promotes, offers for sale, or sells memobottles.ORDERS & RESALES: All orders are subject to the acceptance of memobottle Pty Ltd. memobottles may only be sold at locations approved in writing by memobottle. memobottles maybe sold only to consumers and not third party distributors, unauthorized retail dealers or unauthorized locations. The business relationship between memobottle Pty Ltd and each reseller is "AT WILL"; that is, memobottle Pty Ltd is free at any time to choose those with whom it wishes to deal. Moreover, both memobottle Pty Ltd and the Reseller have the right at any time to terminate the relationship for any reason whatsoever.

RESELLER AGREEMENT: This Reseller Agreement (the "Agreement"), effective as of the Effective Date (as defined by the date of this application), is entered into by and between Memobottle Pty Ltd. a company incorporated in Australia, having a principal place of business at PO Box 2069 Prahran VIC, Australia 3181 ("Memobottle"), and THE RESELLER (each a "Party" collectively the "Parties").RECITALS: Memobottle Pty Ltd ("Memobottle"), an Australian company, has developed and produced the “memobottle™” in various sizes and accessories; all under the “memobottle™” brand.  

1. DEFINITIONS "Affiliate" shall mean any entity which controls, is controlled by or is under common control with a Party, for so long as such control exists. For purposes of this definition, "control" means beneficial ownership of more than fifty percent (50%) of the shares of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, the corresponding managing body).“The Reseller” shall mean the party agreeing to this document and thereby acknowledging all requirements and conditions within.  "Confidential Information" shall have the meaning set forth in Section 8.1"Customer" shall mean an end user customer that purchases the Product from Memobottle, or the Reseller in accordance with the terms of this Agreement for its own internal use only and not for resell or distribution."Customer Data" shall mean all data and information concerning any Customers, and/or their use of the Product, collected by Memobottle, or the Reseller"Effective Date" means the effective commencement date of this agreement, marked to be the date of approval of this document."Marketing Plan" shall have the meaning set forth in Section 2 and within the requirements of Exhibit 1.2 of this agreement."Product" shall mean the “memobottle™” itself, as well as internal packaging components (Booklet, stickers etc), packaging and memobottle™ branded accessories (memocleaner, sleeves etc)."Sell," "Sale" and similar words shall mean to enter into an agreement with a Customer to provide the Product."Territory" shall mean the country/region of The Reseller.“The End Term” (Term) of this agreement is effective from the Effective Date, until 30 June 2018.“Termination Date” means the date when, in the event of termination for cause, the agreement is terminated via written communication by either of the parties to the agreement.“Shipping Sleeve” shall mean the cardboard outer layer that slides