By becoming a Reseller of AVEA products you agree to the following terms and coniditions:

1. AVEA Life Inc, a company established under the laws of the United States, having its address at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, in this matter represented by Duri Granziol , in his capacity as Director of and therefore has the authority to act for and behalf of AVEA Life Inc.  (hereinafter referred to as the “Supplier”); 

and 

2. You, a representative of a sole proprietor business or a legal entity that desires to enter a contractul relationship to sell products with the brand AVEA to end consumers (hereinafter referred to as the “Distributor”); 

 

Distributor and Supplier are hereinafter individually referred to as the “Party” and collectively referred to as the “Parties”.

 

The Parties declare in advance the following matters:

1. The Supplier is fully authorised by the owner of the brand AVEA Life AG to market Products such as but not limited to dietary supplements and epigenetic tests with brands and/or trademarks AVEA and enter distributor relationships
2. The Distributor is interested in the Supplier’s Products, and believes that he can successfully promote the Products taking into consideration of the Supplier’s brand image and the quality of its Products.

NOW, THEREFORE, the Parties have agreed to enter into a business relationship under the following Terms and Conditions:

 

1. APPOINTMENT: 

1. The Supplier hereby appoints the Distributor as its Distributor of the Products in the assigned Channels in the assigned Territory listed in Annex I - Channels and Territory 
2. Distributor will seek approval from Supplier to pursue any additional Channel in the assigned territory where Supplier’s products are not yet present in
3. Any sale of the Suppliers Product by the Distributor to a party outside the assigned Channels and/or assigned Territory without prior written approval through the Supplier is a breach of this contract

 

2. RELATIONSHIP: 

These Terms and Conditions shall not be deemed to create any employer/employee, agency, franchise or joint venture partnership relationship between the Parties. The Distributor shall act as an independent tradesman, which purchases the Product in its own name and on its own account and resells them in its own name and on its own account. The Distributor is therefore not entitled to act as an agent or as an attorney of the Supplier. Moreover, the Distributor shall have no right or authority to assume or create any obligations or responsibilities (including contractual responsibilities) on behalf or in the name of the Supplier. 

 

3. TERM: 

1. This Terms and Conditions will remain in effect from the first placement of an order by the Distributor until the termination of the business activities between the parties
2. The Distributor can change the terms and conditions with prior written notice of one week to the Distributor

 

4. RIGHTS AND RESPONSIBILITIES OF THE SUPPLIER:

1. The Supplier undertakes to use all reasonable endeavours to meet all orders for the Product placed by the Distributor. In the event other than Force Majeure, the Supplier shall notify the Distributor as soon as possible in case of delays
2. The Supplier shall provide all necessary information requested by the Distributor in order to check regulatory compliance of the Products or apply for permits or licences to sell the Products
3. Supplier shall ensure that the Products are safely and securely packaged to be delivered to the Distributor
4. Supplier shall deliver the Product based on quantity requested by the Distributor
5. Products with limited shelf life should be delivered to Distributor with minimum 18 (eighteen) months shelf life.

 

5. RIGHTS AND RESPONSIBILITIES OF THE DISTRIBUTOR: 

1. The Distributor agrees to use its best efforts to promote, market, and distribute the Products in assigned Channels in the assigned the Territory.
2. The Distributor warrants that it is legally permitted to sell the Suppliers Products in the Territory, that the products comply with all the relevant regulations in the Territory and to file for any necessary permits or licences in order to be able to sell the products
3. The Distributor shall maintain an adequate inventory of the Products to meet the market demand in the assigned Channels within the assigned Territory.
4. The Distributor shall adhere to any marketing and promotional strategies provided by the Supplier to maximise the sales and exposure of the Products.
5. The Distributor shall bear all costs and expenses related to the distribution of the Products, including but not limited to transportation, warehousing, insurance, import duties, and taxes.

 

6. COMPLIANCE WITH REGULATION IN TERRITORY: 

1. The Distributor will comply with regulations associated with the import, distribution, sale and transportation of the Product within Territory, including but not limited to National Standards, National Agency of Food and Drug Administration Regulation, Ministry of Health Regulation, labelling and other regulations that may apply in the future.
2. The Supplier will provide to the Distributor any information and documents, provided that they are available, needed for regulatory processes in the Territory

 

7. USE OF TRADEMARK AND LOGO:

1. The Distributor is authorised to use AVEA trademarks and logos solely for the purpose of advertising the Suppliers Product for sale in the assigned Channels in the assigned Territory
2. The Supplier provides the Distributor with Visual Assets e.g. pictures and videos for the presentation and advertising of the suppliers Products via its website and on request
3. The Distributor is not permitted to utilise any Visual Assets containing the AVEA trademarks or logo that are not provided by the Supplier or edited beyond mere translation or change of dimensions without prior approval by the Supplier

 

8. PRICE: 

1. The Supplier agrees to provide the Products to the Distributor as per Pricing displayed on the wholesale section of the Suppliers website
2. The Supplier reserves the right to adjust the pricing of the Products upon providing the Distributor with a reasonable notice period.
3. The Retail Price in the Territory will be determined by the Distributor. The Distributor will note the “Recommended Retail Price” as listed in Annex II - Pricing for guidance on how to price on market entry

 

9. DELIVERY OF THE PRODUCT:

1. The Products are to be delivered by the Supplier to a single delivery location designated by the Distributor
2. The Supplier will deliver the Products to the Distributors delivery location at no cost
3. The Distributor will be responsible for Tax for the import into the Territory and any other fees charged by authorities in the Territory should they arise.
4. The Distributor checks damage to the packaging of the product immediately on receipt and is required to note any damage observed on the delivery receipt countersigned by the delivery agent.

 

10. PAYMENT TERM & INVOICES: 

1. The Distributor shall make payments for the Products within the agreed-upon timeframe, and all payments shall be made in the currency specified by the wholesale section of the Suppliers website
2. Invoice copies are to be sent to Distributor based on Product purchased by Distributor by email  

 

11. DAMAGE AND DEFECTIVE  PRODUCTS:

1. In case of the discovery of damaged or defective Products the Distributor is required to inform the Supplier within 3 working days in writing. This applies to damage and defects discovered at delivery, in storage or discovered by third parties and reported to the Distributor
2. The Supplier can decide whether to replace the concerned products or provide a credit note in the amount of the purchase price of the concerned products.
3. The supplier will only be liable to the amount of the purchase price of the concerned product and cost for shipping the product to the Distributors location  

 

12. REPRESENTATION AND WARRANTIES. 

Supplier warrants that the Product:

1. are genuine Product in accordance with the prevailing regulations and do not infringe any Intellectual Property Rights including patent, trademarks, copyrights, industrial design, and licensed from one or more particular brands; and
2. will not cause a negative consequences or reaction that will harm the customer usage & interest

 

13. FORCE MAJEURE:

1. If a party is prevented, hindered or delayed in or from performing any of its obligations under these Terms and Conditions by a Force Majeure Event (the “Affected Party”), the Affected Party shall not be in breach of the Terms and Conditions or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

 

14. WAIVER: 

No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditionst or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

15. SEVERANCE: 

If any provision of these Terms and Conditions (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of these Terms and Conditions, and the validity and enforceability of the other provisions of these Terms and Condidions shall not be affected.

 

16. NOTICES

1. Any notice by one Party to the other under this Terms and Conditions shall be sent by registered mail or express courier, with a copy by email or courier to the following:

For the Supplier 

Email address: reseller@avea-life.com

 

For the Distributor

Phone number : Number used to sign of for the wholesale section of the suppliers website 

Email address: Email used to sign of for the wholesale section of the suppliers website 

1. Each Party shall inform the other of any change of the above mentioned addresses or names in writing. In the case of omitted rectification, any notice shall be considered delivered if received by one of the said representatives even if no longer in charge.

 

17. DISPUTE RESOLUTION: 

1. These Terms and Conditions and any dispute arising out of it or in connection with it or its subject matters shall be governed and construed in accordance with the laws of Switzerland.
2. Any dispute or controversy arising out of these Terms and Conditions shall be first settled amicably. In the event such dispute or controversy cannot be settled in such manner in 14 (fourteen) Calendar Days, the Parties herein agree to settle such dispute or controversy through the Courts of the Canton Zug, Switzerland.

 

18. CONFIDENTIALITY:

1. “Confidential Information” means any confidential and/or proprietary knowledge, data or information, whether or not documented or memorialized, whether or not marked “confidential” or “proprietary,” whether in written or verbal form, relating to the Supplier, its actual, proposed and previous business activities, Products, services, personnel, customers, including without being limited to all: (a) trade secrets, inventions, designs, ideas, manufacturing or design processes, formulas, source and object codes, software, hardware, technologies, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, works-in-progress ; or business secret ; any and all information which, through its non-public aspect or relating confidentiality protection measures implemented or by its scientific, technical, strategic, competitive nature or its commercial interest or any other elements, acquire an economic value, (b) information regarding research, development, new Products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers ; and (c) information about an identified or identifiable natural person, whether in electronic or written form. 
2. The Distributor and the Supplier shall not disclose any Confidential Information without the prior written consent of the other party.
3. Shall not be construed as Confidential Information, any information which is: (i) now or subsequently becomes known through no fault or breach of the receiving Party ; (ii) rightfully in the receiving Party's possession, or known by it, prior to receipt from the disclosing Party ; (iii) rightfully disclosed to the receiving Party by a Third Party, free of any obligation of confidentiality ; or (iv) developed by the receiving Party independently and without reference to Confidential Information of the disclosing Party.

 

19. OTHERS:

1. These Terms and Conditions contain the entire understanding governing the relationship between the Parties with respect to the transaction contemplated in these Terms and Conditions and supersede and cancel all prior oral and written agreements or representations, if any, between the Parties.
2. No changes, alterations, or modifications hereto shall be effective unless they are in writing and are signed by authorised representatives of all Parties hereto, and, if required, until they have received any required government approvals.

 

Annex I - TERRITORY AND CHANNELS

1. TERRITORY AND CHANNELS: 

• The TERRITORY assigned to the Distributor is defined as the country where the Distributor complies with all the regulatory requirements to sell the Suppliers products
• The CHANNELS assigned to the Distributor are physical stores, practices and clinics operated by the Distributor and its affiliates as well as online websites operated by the Distributor and its affiliates
• Online marketplaces such as Amazon are explicitly NOT part of the Distributors channels and the Distributor is not authorised to sell the Suppliers product on any such Channel

2. NON EXCLUSIVITY: 

1. The Supplier grants the Distributor NO EXCLUSIVITY for the assigned Channels in the assigned Territory.