In this section
Relationship of the Parties
For the avoidance of doubt the salon or purchase will be referred to as the Agent. The seller or Naturastudios Ltd will be referred to as the Master distributor. The parties expressly understand and agree that the Agent is an independent entity in the performance of this agreement, and is solely responsible for all of its employees and subcontractors, its labor costs and expenses arising in connection herewith. Naturastudios Ltd and the Master Distributor are in no manner associated with or otherwise connected with the actual performance of the agreement, on the part of the Agent.
The Agent represents warrants and agrees and such warranties and representations shall survive the terms of this agreement as follows:
Sale of Goods
The goods are offered for sale subject to availability and the Master Distributor shall have no liability whatsoever to the Agent if the goods are unavailable for any reason. The goods shall be invoiced and paid for in full either on or prior to delivery.
The goods shall be delivered within a reasonable period and delivery dates specified by the Master Distributor are approximate and given for the guidance of the Agent only. Time shall not be of the essence of the Agreement with regard to delivery.
All deposits paid by the Agent to the Master Distributor are non-refundable
Agents paying a deposit enter into a legally binding contract with the master distributor and will pay the outstanding balance in full within 30 days or 5 days before training whichever occurs first. The Master Distributor may suspend delivery of Product or Service until full payment is received. If full payment is not received the Master Distributor will be entitled to charge interest on the amount outstanding at the rate of 3% per calendar month above the London Inter-Bank Offer Rate (“LIBOR”). If the Master Distributor must recover the outstanding payment &/or Product, recovery costs are to be paid in full by the Agent.
Product SupplyThe Master distributor will provide the Agent with all components required to perform the treatments. The decision as to what constitutes required components will be solely at the discretion of the master distributor. Replacement or additional components will be charged accordingly. The Agent shall for the duration of this Agreement continue to order from the Master Distributor all treatment related products and agrees not to use any other product in conjunction or via any Naturastudios Ltd or Naturalaser product.
In the event of the Agent receiving equipment in an unfit state or any equipment failure that occurs during the contract term, other than misuse or careless handling, the Master Distributor will endeavor to fix the goods or items within 5–7 full working days of receiving the particular damaged item.
The Agent agrees to at all times maintain the equipment and all parts thereof in a good state of repair and also in decent orderly and sanitary condition and in keeping with all environmental health and safety requirements and to ensure that all treatments are prepared and dispensed by staff and/or equipment hygienically and free from any contamination. If at any time the Agent is not complying with its requirements the Master Distributor may give to the Agent written notice of termination.
The Master Distributor will provide a full-warranty for all equipment (excluding VIP tanning machines these are six months) and this will last for 365 days following received payment for the equipment unless otherwise stated on particular equipment. Thereafter, the Master Distributor makes no warranties to the Agent with respect to the products or any services and disclaims all implied warranties, including warranties of merchantability, non-infringement and fitness for a particular purpose.
For the purpose of this Agreement, “Confidential Information” shall mean information or material that is confidential and proprietary to the disclosing party (Master Distributor or “Owner”). Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature: Software (in various stages of development), designs, drawings, specifications, models, source codes, object codes, documentation, diagrams, Flow charts, marketing and development plans, business plans, financial information, customer lists, promotional material and other similar information of the Owner.
Product Marketing and Designations
The Agent may not reproduce, copy or disseminate reproductions or copies of any of the proprietary information associated with the products including but not limited to any copyright material, any patentable material that can be or is covered by trademark or the trade name ‘Naturastudios Ltd’ without prior approval of Naturastudios Ltd via the Master Distributor. The Agent also agrees not to use or contest during or after the term of the agreement any name, marking or designation used by Naturastudios Ltd.
Misrepresentation of Products
The Agent agrees to provide customers with information only in accordance with the marketing information provided to the Agent directly by the Master Distributor and not to misrepresent the attributes or characteristics of the products to any person, whether customer or not and to caution each potential and existing customer that without proper application and use, the integrity of the products may be compromised.
The Agent agrees not to conduct or carry on any advertising of a material nature without sending a proof-copy prior to publication.
The Agent agrees to conform with the Master Distributor’s operating manual at all times.
The Agent shall ensure that only an experienced person who is adequately trained shall carry out the treatments.
The Agent agrees to supply to the Master Distributor any information, which may come into its possession which may assist the Master Distributor to effect sales or other dealings for the business.
The Agent agrees to pass on details of any unresolved customer or controlling authority complaint or adverse publicity forthwith to the Master Distributor.
The Agent agrees to have Public Liability insurance cover for one million pounds or more, the Agent also agrees to carry out all applications within the insured area.
The Master Distributor does not accept any liability resulting from the application or misapplication of the product, or failure to properly consult a client or for damages resulting from spillages or wrong use of machine or equipment.
Use of Information
The Agent or receiving party (Agent or “Recipient”) shall use the Confidential Information only for the purpose of evaluating Owner’s products, services and any other proposed business transaction. Following disclosure, a recipient shall keep confidential and not disclose the Confidential Information to any other person, firm, or corporation within the simulated tanning industry, for a period of five (5) years from the effective date of this Agreement. A Recipient shall be under no obligation if any Confidential Information:
- Is or becomes part of the public domain other than by breach of this Agreement by Recipient, or
- Is materially developed by Recipient independent of any Confidential Information. The Agent agrees to restrict circulation of Confidential Information in its organization to those employees who need to receive Confidential Information in order to carry out the above-stated purpose and to give such employees instructions to hold in confidence all Confidential Information only for authorized purposes.
The Agent agrees not to compete with the Master Distributor in business nor use any information gained from the Master Distributor to aid or promote a competitor.
If the agent receives training from the Master Distributor then the following article will apply. If the agent does not receive the certified training from the master Distributor then this article does not apply. The Master Distributor will provide a level of training that enables operators to apply the product.
It has no liability for misapplication or deviation from taught procedures or methods. Once an operator has received the aforementioned training liability for practices will pass upon receipt of attainment certificate.
The Agent shall not be entitled to assign this Agreement
The Master Distributor shall be entitled to terminate the Agreement in the event that the Agent is in material breach of any of the terms of this Agreement. For the avoidance of doubt, a material breach will include where the Agent is applying the Naturastudios Ltd or any other brand names product incorrectly or is misrepresenting the Naturastudios Ltd brand. This shall be at the sole discretion of the Master Distributor.
The Agent can terminate the Agreement by giving one months notice in writing to the Master Distributor.All sums due by the Agent to the Master Distributor at the date of termination of the Agreement shall become immediately due and payable.
Upon termination the Agent must return to the Master Distributor immediately any documents or products containing the Naturastudios Ltd name including for the avoidance of doubt, all promotional materials, manuals, directions, product descriptions, products and any agreements.
Any failure by the Agent to comply with any of the terms of this Agreement shall constitute a material breach and the Master Distributor shall be entitled to terminate immediately.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. Only a further writing that is duly executed by both parties may modify this Agreement.
This agreement is expressly and solely governed by Scottish Law and will be determined by the Scottish and European Court.