Sales Agent Terms and Conditions
This Sales Agent Terms and Conditions (the “Agreement”) is made and effective on the date of registration
BETWEEN: Exclusif Perfumes (Pty) Ltd (the "Principal"), a corporation organized and existing under the laws of South Africa, with its head office located at:
Millennium Boulevard, Clearwater Office Park, Building 3, Strubens Valley, Roodepoort, 1735
AND: Registering Agent (the "Agent"), an individual
Whereas the Principal wishes to market its product(s) (the "Product(s)");
whereas Agent is prepared to sell the Product(s) on behalf of the Principal in return for a discount; It is agreed as follows:
- The Principal grants the Agent, a right to sell the Product(s) on behalf of the Principal within South Africa, commencing on the date of registration (the "Selling Rights").
- The Agent may not sell or attempt to sell the Product(s) outside of South Africa without prior written consent from the Principal.
- The Agent shall use his best efforts to sell the Product(s) for the duration of the Selling Rights.
- The Agent shall clearly identify himself as a duly authorized sales agent of the Principal in the course of his efforts to sell the Product(s) on behalf of the Principal and may not sell the Product(s) in his own name.
- It must always be made clear to customers that you are promoting and supplying Exclusif Perfumes Product(s) in your capacity as an independent Agent and not as an employee of Exclusif Perfumes and that you are not authorised to act on Exclusif Perfumes behalf.
2. PRODUCT PRICES
The Principal shall fix the selling price(s) of the Product(s) and the Agent may only sell the Product(s) at the selling price(s) fixed by the Principal.
- The Agent shall obtain written orders for the Product(s) from buyers and remit the orders to the Principal.
- The Principal shall use its best efforts to fill orders duly remitted by the Agent in accordance with this agreement as expeditiously as possible.
- The Principal shall discount the selling price of Product(s) as agreed, of each order or part of each order of Product(s) duly remitted by the Agent in accordance with this agreement which is paid for in full and which is not subsequently returned for a refund.
- The Principal may accept the return of Product(s) for a refund or partial refund in its sole discretion.
- The Agent is not entitled to any compensation for services performed or expenses incurred in connection with this agreement other than as set out in this agreement.
5. PRODUCT IMAGE
The Agent shall not do or permit anything to be done to prejudice the market image of the Product(s) or the Principal.
The Agent shall keep the Principal's business secrets, including but not limited to customer, supplier, logistical, financial, research and development information, confidential and shall not disclose them to any third party during and after termination of the Selling Rights.
7. SUMMARY TERMINATION OF SELLING RIGHTS
If the Agent breaks any term of this agreement, the Principal may summarily terminate the Selling Rights on notice in writing to the Agent.
8. TERMINATION CONSEQUENCES
On termination of the Selling Rights for any reason, the Agent shall immediately cease to describe himself as an authorized sales agent of the Principal and cease selling the Product(s).
The Agent shall not assign the benefit of this agreement or subcontract his obligations under this agreement without the consent in writing of the Principal, which consent may be withheld without good reason.
10. FIDUCIARY RELATIONSHIP
The Agent accepts and acknowledges that the terms of this agreement are in addition to and do not detract from the ordinary fiduciary duties owed by the Agent to the Principal.
- In this agreement, the singular includes the plural and the masculine includes the feminine and neuter and vice versa unless the context otherwise requires.
- The capitalized headings in this agreement are only for convenience of reference and do not form part of or affect the interpretation of this agreement.
- If any provision or part of any provision in this agreement is void for any reason, it shall be severed without affecting the validity of the balance of the agreement.
- Time is of the essence of this agreement.
- There are no representations, warranties, conditions, terms or collateral contracts affecting the transaction contemplated in this agreement except as set out in this agreement.
- Nothing in this agreement is intended to constitute a partnership or a master and servant relationship between the parties.
- The agreement binds and benefits the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns. This agreement is governed by the laws of South Africa.
The Parties each hereby execute this Agreement as of the date of registration