Retailer Agreement

  1. Rights of the retailer
    1. Supplier agrees to offer to Retailer for sale the following products (hereafter referred to as “products”) in accordance with the terms and conditions of this non-exclusive agreement. Products offered to retailer are described in “Ailefo Product Catalog.”
    2. The retailer is given the right to represent himself as an authorized retailer of the products, but may not enter into agreements on behalf of the supplier or otherwise oblige the supplier.
  2. Obligations of the retailer
    1. The retailer is obliged to act loyally and reasonably with the supplier as well as the supplier’s interests within the retailer´s business.
    2. The retailer is to be considered as independent retailer both in relation to the supplier and to customers. The retailer concludes sales agreements to customers in their own name and at their own expense.
    3. The retailer must market the products in a professional manner and must follow the reasonable instructions given by the supplier. The retailer must use the supplier’s marketing materials or proprietary marketing materials approved by the supplier.
  3. Obligations of the supplier
    1. The supplier is obliged to act loyally and reasonably with the retailer.
    2. The supplier is obliged to deliver the products in a timely fashion and inadequate condition.
    3. The supplier must ensure that the products comply with all EU regulatory requirements and must obtain all statutory approvals of the products that are necessary to sell them in EU member states.
    4. Delivery
      1. Orders must be submitted by the retailer directly through the retailer webshop owned by the supplier or in writing to the supplier. The supplier must confirm the receipt of the order in writing within 3 days of receipt. Within 5 days of receipt of the order, the supplier must deliver the products listed in the order, unless the supplier has made reservations hereof within 3 days of receipt.
      2. If the delivery of a product is delayed by 14 days or more, the retailer is entitled to require the supplier to deliver within a maximum of 14 days. If the supplier does not deliver the product within the expiry of the deadline, the retailer has the right to cancel the purchase of the product.
    5. Prices and Payment
      1. Prices for the products follow the supplier´s prices at any time, unless the parties agree otherwise. The supplier has the right to change current prices with 30 days prior written notice to the retailer.
      2. The retailer is free to set its own sale price.
      3. The retailer must pay the invoice within 14 days from the invoice date. Late payment, default interest is calculated at 2% per commenced month from the due date.
    6. Product Liability
      1. It is the responsibility of the supplier to indemnify the retailer for any product liability that the retailer may directly incur against third parties unless the damage or defect is caused by the retailer´s error or negligence.
    7. Intellectual Property Rights
      1. The dealer is not entitled to register or let other party register intellectual property rights regarding the products.
      2. For the purpose of marketing the products, the retailer is without charge entitled to publish photos, drawings, recordings, etc. of the products. The dealer is also entitled to use the trademarks and logos associated with the products without charge.
      3. The retailer may only market and sell the products using a different trademark / logo than the supplier, with the prior written consent of the supplier.
    8. Confidentiality
      1. A party must maintain all confidential information, obtained from the other party in connection with the implementation of the agreement, strictly confidential and may not disclose it to third parties or use them for any purpose, other than to implement the agreement, without the prior written consent of the other party.
      2. The processing and storage of all information must also comply with EU Personal Data Regulation.
    9. Force majeure
      1. A party shall not be liable for failure to comply with any terms of the agreement, if it is due to events beyond the reasonable control of the party. If such event persists for 30 days or more, the party not affected by the event shall have the right to terminate the agreement by written notice, without liability to the party affected by the event.
      2. In no case shall the Supplier will be liable for indirect loss, including loss of profit, loss of revenue, loss of business, loss of goodwill, loss of expected savings or costs of acquiring replacement products or services.
    10. Competition clause
      1. As long as the agreement is in force and for 12 months after the termination of the agreement, the retailer is unjustified, without the supplier’s prior written permission, to manufacture or operate in the manufacture of products that are likely to compete with the products.
      2. Violation of the competition clause entails an obligation to pay a conventional bid of EUR 4030 to the supplier for each infringement. In the event of an infringement in the establishment and maintenance of a particular condition, including for example, the operation of competing company, each commencement of calendar month in which the condition is maintained is considered as one violation.
      3. The supplier is also entitled to claim losses exceeding that in section. 10.2 listed bid, replaced in accordance with Danish law. The supplier is entitled to impose a ban on the illegal business without collateral.
    11. Termination
      1. The agreement can not be terminated by the supplier for the first 12 months after the agreement has been concluded. After that, the supplier can terminate the agreement with 3 months written notice.
      2. There is no discontinuity period for the retailer. The retailer can terminate the agreement in writing with 3 months notice.
      3. A party may terminate the agreement with immediate effect by written notification to the other party, if the other party fails to remedy a material breach of the agreement, within 14 days of receiving written request for remediation. Significant breach includes, inter alia: (i) failure to comply with any terms of the agreement; and (ii) a party’s reconstruction, bankruptcy, liquidation, agreement, etc.
      4. The retailer is entitled to sell his inventory of courier products for a period of 6 months after the termination of the agreement, provided that the retailer complies with the terms of the agreement during the sales period.
    12. Other terms
      1. Any disputes between the parties that may arise in connection with the agreement and which can not be resolved in a simple manner are settled by a competent court under Danish law.