IF I AM ACCEPTED AS A NEW DISTRIBUTOR, I UNDERSTAND AND AGREE THAT:
1. I am acting on my own behalf as an individual and that I am 18 years of age or older.
2. I have personally attended and received certification at an OTH Health ("Company") approved certification meeting or by a Company authorized representative that I have the ability and experience to carry out the obligation set out in this Agreement.
3. This is my first application request to the Company. Neither me nor my spouse have signed any previous applications with the Company or iOTH Products to the best of my recollection. If any previous applications are found, I fully understand that my first application to the Company will stand and all business may be transferred to it. I also understand that my spouse & I cannot have separate ID #'s with OTH Health.
4. This application and the terms and conditions attached at Annexure "1" to this application shall constitute a binding Agreement between myself, and the Company at such time as this application is received and approved by the Company and I agree to perform all the obligations under this Agreement in accordance with the terms of the Agreement or the instructions given by the Company from time to time. I understand that the term Distributor in Annexure "1" refers to me and I shall be bound as a Distributor as set forth therein.
5. I am an independent nonexclusive contractor / distributor and not an agent, employee, partner or legal representative of the Company for any purpose whatsoever. I will be responsible for my own business, and the compliance of the central, state and local statutes and regulations and all applicable laws, including, but not limited to, those relating to licensing and direct and indirect taxation. I am solely responsible for all payments for any goods or services supplied to me in the course of my business.
6. The Company may, in its discretion, withhold direct and indirect taxes, from any bonus payable to me under this Agreement. I recognize that my bonus under this Agreement is based on my performance of supervisory, distributive, selling or soliciting function in the sale and delivery of the iOTH products and not on the number of hours worked or an element of chance.
7. There is no required minimum investment or minimum inventory requirement. All purchases shall be in reasonable quantities.
8. I have received and read the Company's policies; procedures and marketing plan ("Company Policy") and agree to abide by them. I agree to operate my business in accordance with the Company Policy as amended by the Company from time to time. I understand that my acts, or lack of action, which may result in a misuse, misrepresentation or violation of the Company Policy can cause the termination of my distributorship by the Company without any payments of whatsoever nature and with immediate effect.
9. The Company may at any time, after reasonable notice, change, amend, add to, or modify this Agreement and/or its Company Policy to maintain a viable marketing system, comply with legal requirements and changes in economic conditions, and I shall be bound by and shall operate my business in accordance with any such changes, amendments, additions or modifications.
10. I shall properly represent the Company's products in accordance with the Company Policy. All forms of advertising, including, but not limited to audio and visual tapes and printed material, must be submitted and approved in writing by a Company authorized representative prior to its use.
11. I agree to buy the products of the Company from the Company or the Company's designated distributor ("Designated Distributor") of the Company. The Company may pay bonus to me based on my performance and in accordance with its policies on bonus. I agree to sell the products at a price not exceeding its maximum retail price as printed on the products and in accordance with the Company Policy. All purchase orders will be completed only upon realization of full payment.
12. I MAY AT ANY TIME TERMINATE THIS AGREEMENT BY GIVING 14 DAYS' PRIOR WRITTEN NOTICE TD THE COMPANY. If I elect to terminate this Agreement, the Company shall endeavor that all products which I purchased from the Company or the Designated Distributor and which are in my possession in a resalable condition, may be returned at a discounted price, at the Company's own discretion, in accordance with the Company Policy. For this purpose, all products held by me for more than 180 days from date of purchase shall be considered not to be in a resalable condition.
13. The Company may cancel this Agreement at any time with immediate effect and without payment of any nature whatsoever, (i) if I am in breach of any of the terms of this Agreement and/or the Company Policy, or (ii) if I am responsible for any of the acts prohibited in the Company Policy, Or (iii) in case of breach of any applicable laws, rules or regulations, or (iv) on the occurrence of any event evidencing the neglect or inability on my part to pay my debts when due to the Company or the Designated Distributor: or (v) I have become bankrupt or insolvent or enter into liquidation or a receiver is appointed to my assets or (Vi) if the Company should for any reason arrive at the decision that I should not be continued as its distributor.
14. The Company will make the iOTH products available to me (either directly or through the Designated Distributor) as a distributor and shall pay me various commissions as set forth in the Company Policy. As long as I am a distributor and not in violation of this Agreement, the Company shall pay me for my successful sales efforts in accordance with the commissions established by the Company Policy
15. I agree that the appointment of subrepresentative by me will be subject to the final written acceptance and approval of the Company of the subrepresentative's application. I agree that this Agreement is personal in nature and cannot be assigned, subcontracted or transferred, except in the event of my death, in which case the same may be inherited by an individual who can qualify as a distributor.
16. All disputes and differences arising between myself and the Company shall be subject to the dispute resolution clause specified in the Company Policy.
17. This Agreement shall be governed by the laws of India and the Courts of Solan, India shall have exclusive jurisdiction over any dispute arising from this Agreement.
18. All terms and conditions set out in the Annexure "1" and the Company Policy shall be treated as if specifically set out in this Agreement and shall be fully binding on me.
19. I will conduct myself with the highest ethics and integrity. I represent that I have never been convicted of felony or charged with crime involving immoral acts or dishonesty.
20. I hereby agree to register my email and mobile number for email & sms alerts.
Terms and Conditions
1. Intellectual Property - The Distributor agrees to use the trademarks, trade names and logos relating to the iOTH products (the "Products") only in the registered or agreed style in connection with the marketing and sale of the Products and shall not use such trademarks, trade names or logos in connection with any other products or services or as part of any corporate or any trade name. The Distributor recognizes and agrees that all intellectual property rights in or relating to the Products including the trademarks, trade names, logos, copyrights and patents ("Intellectual Property'') are and shall remain the sole and absolute property of the Company.
The Distributor shall cease the use of the Intellectual Property from the time this Agreement is terminated and shall not use or adopt any mark, name or logo deceptively similar thereto at any time thereafter and shall notify the Company of any illegal or unauthorized use of any Intellectual Property.
2. Title to the Products - The property in the Products shall not pass to the Distributor until the price due in respect of such Products has been paid in full, provided nevertheless that the Distributor shall bear the risk of any loss of damage to or deterioration of the Products from whatever cause arising after delivery of the Products to the ex-warehouse/factory or other delivery point designated by the Company as concerns a particular purchase order. The Company shall endeavor that the above terms shall also apply in case of purchase of Products by the Distributors from the Designated Distributor.
3. Purchase Orders - The Company has a standard format for placing orders of Products. The Company shall endeavor that OTH Health Trading or the Designated Distributor from whom the Distributors shall purchase Products shall adhere to such format. Such a purchase order placed on the Company or the Designated Distributor shall govern all purchases of Products by the Distributor. Purchase orders shall be in such form and contain such contractual terms and conditions as the Company may prescribe from time to time. Provided that should any conflict occur between a purchase order and this Agreement and/or Company Policy, this Agreement and the Company Policy will prevail. The Company may amend purchase orders as it deems necessary or advisable without notice to the Distributor. All purchase orders must be accepted in writing before they become binding on the Company or the Designated Distributor and the Company or the Designated Distributor shall be under no obligation to accept purchase orders. Any acceptance of purchase orders shall be effective at the place of acceptance.
4. Resale of Products - The Distributor shall, subject to applicable laws, regulations and policies, resell the product to customers at prices independently agreed upon between the Distributor and the customer in accordance with the Company Policy. The Distributor shall not make any guarantee or representation or give any warranty in respect of the Products other than those previously authorized by the Company in writing. The Distributor shall be solely responsible for any representation made without authorization from the Company and shall indemnify the Company from any claims and expense resulting from such unauthorized
5. Expenses - The Distributor shall bear and pay when due all expenses incurred by the Distributor or by his/her employees in the performance of obligations imposed by this Agreement and Company Policy. The Distributor shall obtain at his/her own expenses all necessary governmental permits, licenses and other requirements (if and when required) for the Products purchased by him/her and agrees to pay all charges, duties, fees, levies, tariffs or taxes which are assessed against the Products by the government or agency thereof.
6. Confidentiality - The Distributor shall not use or divulge or communicate to any person (other than as permitted or contemplated by this Agreement or with the written authority of the Company or as may be required by law) any confidential information concerning the products, customers, business, accounts, finances or contractual arrangements or other dealings, transactions or affairs of the Company which may come to his/her knowledge during the continuance of this Agreement. This obligation shall continue after the termination or expiration of this Agreement.
7. Government Regulations - The Distributor shall be responsible for compliance with all applicable central, state and local statues and regulations, including, but not limited to, those relating to licensing and direct and indirect taxation and shall notify the Company of any changes in the laws and regulations relating to the nature, method of manufacture, packaging or labeling of the products and taxation.
8. LIMITATION OF LIABILITY - THE DISTRIBUTOR AGREES THAT UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT OR INDIRECT OR INCIDENTAL LOSS OR DAMAGE HOWSOEVER CAUSED OR ARISING (INCLUDING CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) FROM THE QUALITY, PERFORMANCE, MERCHANTABILITY, DURABILITY OR FITNESS OF THE PRODUCTS, AND ALL WARRANTIES, CONDITIONS AND UNDERTAKINGS ARE HEREBY EXCLUDED.
9. Products List and Alteration to Products - The Company may, from time to time, amend the list of Products by addition or deletion and may alter the specifications or designs of any Products. The Distributor shall not change or alter the Products in any manner.
10. Hold Harmless - The Distributor agrees to hold harmless and indemnify the Company against any loss, damage or expenses, including reasonable attorney's fees, suffered by and any claims, suits or proceedings brought against the Company or the Designated Distributor which arise out of or in connection with the performance or failure of performance by the Distributor of any covenants, obligations or responsibilities contained in this Agreement.
11. Force Majeure - Neither Party shall be liable for any loss or damage of any nature incurred as a result of any failures or delays in performance due to any cause or circumstances beyond its control. This includes, but not by way of limitation, any failure or delays in performance caused by any fire, act of God or the public enemy, riots, incendiaries, interference by civil or military authorities, compliance with the laws, orders or policies of any governmental authority which events directly affect the performance of obligations of a party under this Agreement.
12. Partial Validity - If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision which is valid and enforceable and most nearly reflects the original intent of the unenforceable
13. Authentic Text - The authentic text of this Agreement is in English language and shall be controlling in the event a question of interpretation or construction should arise. The text of all day to day commercial communication between the Company and the Distributor will be in English and, if and when necessary, the Distributor will translate local language into English.
14. Notices - Any notice required or authorized to be given hereunder, except for routine and typical documentation, shall be served by certified letter return receipt requested or by telex/facsimile addressed to the Company or the Distributor (as the case may be) at the applicable address. Any notice so given by letter shall be deemed to have been served seven (7) days after the same shall have been posted, not including the day of posting and any notice given by telex/facsimile shall be deemed to have been served on the day of sending the message. Proof that such letter was properly addressed and put into the post, and in the case of the telex/facsimile, that the message was sent to the correct telex/facsimile numbers shall be conclusive evidence of service. Notice required by this Agreement shall be addressed to any other address as may be specified by either party by written notice to the other.
15. Entire Agreement - This Agreement including this Annexure "1" and Company Policy constitutes the entire Agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersedes all previous Agreements, if any, in this regard between the Parties. Any modifications to this Agreement shall not be effective unless it is in writing and signed by a duly authorized representative of each Party.
16. Waiver - Failure by any party to exercise any of its rights under this Agreement in one or more instances shall not constitute a waiver of those rights in another instance. Waiver by a party of any of the rights established herein shall not be considered as a waiver of another right established herein.
17. Interpretation - The headings of the articles, clauses and paragraphs of this Agreement are inserted for convenience only and shall not affect the construction of the terms of this Agreement. Capitalized words not expressly defined herein shall be construed in accordance with the meaning ascribed to them in the Company Policy.
18. Assignment - The Distributor is precluded from assigning any of its rights and obligations under this Agreement without the express written permission of the Company. However, nothing in this Agreement shall prohibit the Company from assigning any or all of its rights and obligations under this Agreement to any of its affiliates or group companies.