BUYNATURAL ECOMMERCE AGREEMENT
This E-Commerce Agreement (the “Agreement”) is entered into between BuyNatural Pty Limited an Australian corporation (the “Company”) and XXXX (ABN XXXX), (the “Merchant Supplier”).
- The Company operates an eCommerce Website that is focused on selling Natural, Organic and Eco-Friendly products. (the “Site”).
- The Company provides marketing services to promote Merchant Suppliers products.
- The Company provides product storage for Merchant Supplier goods that are sold, packed and dispatched to buyers.
- Merchant Supplier is interested in collaborating with the Company as defined in Exhibit 2
- Certain initially capitalized terms are defined in Exhibit 1.
Therefore, the parties agree as follows:
1. Promotion of Merchant Supplier’s Products.
- Merchant Supplier grants to the Company a non- exclusive right to promote and sell the Merchant Supplier’s Products during the term of this Agreement.
- The Company shall list the Products in the Site in a manner determined appropriate by the Company, which will include product images, product descriptions and related information. All sales of Products will be effected through the Site or Company Channels.
- Merchant Supplier agrees to provide all customer service and support for the Products with reasonable responsiveness and turn-around times to the Company as requested.
- Merchant Supplier will reasonably cooperate with the Company to effect the items contemplated above.
- The initial term of this Agreement shall be one (1) year from the date agreement execution. Thereafter this Agreement will renew automatically for additional terms of one (1) year.
year unless either party shall give written notice at least 30 days prior to any such renewal that the Agreement shall not so renew.
- Merchant Supplier will pay the Company a one-off listing / setup fee and monthly management fee as in the amount set forth in Exhibit 2.
- Merchant Supplier shall provide to the Company a distribution product price at least 50% of RRP as outlined in Exhibit 2 – or as agreed by Company. The Company will offer this product for sale on the Site. On the Sale of the product, the Company will make payment to the Merchant Supplier within 15 business days via a direct deposit into a nominated Australian bank account. The Company will issue a Recipient Generated Tax Invoice outlining the sales and amounts deposited.
4. Merchant Supplier Content.
- Merchant Supplier shall provide to the Company articles, product images, product descriptions, advice, tips, or FAQ’s useful for the Company in connection with promoting the Products (the “Merchant Supplier Content”) and as set forth in Exhibit 2. The Merchant Supplier Content shall be provided in formats and electronic files as reasonably requested by the Company.
- Merchant Supplier shall assist the Company in connection with any revisions to the Merchant Supplier Content for posting on the Site.
- Merchant Supplier represents that it has all the rights to the Merchant Supplier Content, that it does not infringe or violate any third party’s rights, that it is accurate, complete and up-to-date, and that it does not violate any law or regulation.
5. Merchant Marketing Program
- Merchant Supplier must nominate a marketing program at the commencement of the subscription period to be undertaken throughout the subscription period. Marketing levels maybe up/down graded every 3 months by written notification to Company. Failing to maintain a marketing program though a payment default or other non-compliance will result in a suspension of the subscription and if not rectified within 7 days a forfeiture of the subscription fee.
6. Merchant Supplier Product.
a) Merchant Supplier shall supply Products to Company on consignment basis during the entire term of this Agreement. Merchant Supplier shall use its best endeavours to meet delivery dates of the Products ordered by Company. The shelf life of Products shipped to Company shall not be less than sixty (60) percent of the full shelf life of Products unless otherwise agreed. Merchant Supplier shall promptly advise Company, if a shortage or delay of supply is identified or likely. Merchant Supplier shall provide a Certificate of Authority stating the Company has rights to sell product.
- Merchant Supplier shall promptly inform Company of new product developments relating to the Products. Merchant Supplier reserves the right to add to, or delete from, in its sole discretion, the Products listed in Exhibit 2. Merchant Supplier will provide sixty (60) days written notice to notify Company of any of its plans to delete a Product(s).
- Merchant Supplier grants to the Company during the term of this Agreement a worldwide, non-exclusive, royalty free license to produce, publicly publish and distribute, in both print and electronic form, the Merchant Supplier Content. Company may also create derivative works or modifications to the Merchant Supplier Content for editorial or stylistic reasons. Merchant Supplier grants the Company the right to permit viewers or customers to copy, print and use the Merchant Supplier Content for their personal or internal purposes.
5. Warehousing and Product storage.
(a) Merchant Supplier will provide products on consignment in sellable condition to be used by the Company to effect order fulfillment. BuyNatural uses ‘just in time’ fulfillment so will require prompt stock replenishments via Company issued PO for such requests.
(b) Company will provide stock inventory by request and with 7 day’s notice. Not more than once per month.
(c) Merchant Supplier will have storage allocated subject to Subscription level outlined in Exhibit 2. Additional storage maybe requested by Merchant Suppler and subject to additional fees.
(d) The cost of shipping products to the Company storage location and returning any products is the responsibility of the Merchant Supplier.
6. Intellectual Property Rights.
Merchant Supplier will not acquire, reverse engineer, seek to obtain any intellectual property of the Company. All names and other information concerning a Company Customer shall be deemed owned by the Company and free to use such names and information as they see fit in compliance with applicable law. Company shall have the right to place the Merchant Supplier’s logo, tradename and trademark on the Site as a means to identify the Merchant Supplier and to otherwise use such items in connection with the purposes of this Agreement. The Company shall follow all reasonable directions from the Merchant Supplier concerning the protection under applicable laws of such logo, tradename and trademark.
7. Confidential Information.
- Each party acknowledges and agrees that any Confidential Information received from the other party will be the sole and exclusive property of the other party and may not be used or disclosed except as necessary to perform the obligations required under this Agreement.
- Upon termination of this Agreement, each party shall promptly return all information, documents, manuals and other materials belonging to the other party except as otherwise provided in this Agreement.
8. Promotional Materials/Press Releases.
- Each party shall submit to the other for approval (which approval shall not be unreasonably withheld or delayed), marketing, advertising, press releases, and other promotional materials related to this Agreement, provided, however, that each party shall be permitted to disclose the existence of this Agreement and the nature of the relationship without the consent of the other.
- On Agreement execution, Merchant Supplier will follow, promote, share and generally support the Company’s social media activities in relationship to the promotion and sale of Merchant Supplier products.
9. Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE PRODUCTS OR ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
- The Company shall bear (i) all collection risk (including, without limitation, credit card fraud and any other type of credit fraud) with respect to sales of the Products and (ii) all responsibility and liability for the proper payment of all taxes which may be levied or assessed (including, without limitation, sales taxes) which may be levied in respect of sales of the Products.
- Company has no obligation to attempt to monitor or regulate the quality, suitability or content of the Products and Merchant Supplier agrees to hold the Company harmless in the event of any claims by customers with respect to problems with the Products. The Merchant Supplier hereby represents and warrants to the Company that the Products will not infringe on or violate the Intellectual Property Rights or other rights of any third party and will not contain any content which violates any applicable law, regulation or third party right.
10. Relationship of Parties.
The parties shall perform all of their duties under this Agreement as independent contractors. Nothing in this Agreement shall be construed to give either party the power to direct or control the daily activities of the other party, or to constitute the parties as principal and agent, employer and employee, franchisor and franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking.
This agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that made any representations, warranties or agreements of any kind, except as expressly set forth herein.
- This Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties hereto.
- This Agreement may be executed in counterparts each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement.
- This Agreement will be deemed entered into in Australia and will be governed by and interpreted in accordance with the laws of the State of New South Wales, excluding that body of law known as conflicts of law. The parties agree that any dispute arising under this Agreement will be resolved solely in the state or federal courts in Sydney, Australia, and the parties hereby expressly consent to jurisdiction therein. In the event of any dispute, the prevailing party shall be entitled to recover its reasonable attorneys’ costs from the non-prevailing party.
- The provisions of this Agreement relating to payment of any fees or other amounts owed, payment of any interest on unpaid fees, confidentiality and warranties and intellectual property shall survive any termination or expiration of this Agreement.
- The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.
The following definitions shall apply to this Agreement. “Site” is defined in Recital A of the Agreement.
“Company Customers” means persons who purchase any Products from Company.
“Confidential Information” means any data or information, oral or written, treated as confidential that relates to either party’s (or, if either party is bound to protect the confidentiality of any third party’s information, such third party’s) past, present, or future research, development or business activities, including any unannounced product(s) and service(s), any information relating to services, developments inventions, processes, plans, financial information, forecasts, and projections and the financial terms of this Agreement. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information if: (i) it was already known to the receiving party prior to the date of this Agreement as established by documentary evidence; (ii) it is in or has entered the public domain through no breach of this Agreement or other wrongful act of the receiving party; (iii) it has been rightfully received by the receiving party from a third party and without breach of any obligation of confidentiality of such third party to the owner of the Confidential Information; or (iv) it is required to be disclosed pursuant to final binding order of a governmental agency or court of competent jurisdiction, provided that the owner of the Confidential Information has been given reasonable notice of the pendency of such an order.
“Products” means those products and/or services of the Merchant Suppliers which are promoted or sold as a result of the Company’s efforts. Merchant Supplier warrants is has all legal rights to sell and promote the Products through Company. The initial products and/or services contemplated hereunder are set forth in Exhibit 2.
“Merchant Supplier Content” is defined in Section 4(a) of the Agreement.
- Products or Services
Please use the table below or provide on a separate spreadsheet.
|Product Name||Weight (kg)||Buy Price (Distributor)||Sell Price (RRP)|