STANDARD TERMS AND CONDITIONS OF SALE

We are excited to work with you as a new, or returning, distributor. Throughout these Terms and Conditions (also referred to as “Agreement”), the words “You/you” and “Distributor” will mean the same thing. We will refer to ourselves as “Supplier”, “Us/us”, or “We/we”. We refer to you and us from time-to-time individually as a “Party”, and collectively as “Parties”.

Unless otherwise agreed in writing, this Agreement, together with any Accepted Sales Orders, comprise the terms and conditions covering the entire business relationship for the sale and supply of Merchandise between us and you.

DEFINITIONS AND INTERPRETATION

1.1.

In this Agreement,unless there is something in the subject or context inconsistent therewith, the following expressions shall bear the following meanings, namely:
Confidential Information	All non-public information which is disclosed by or on behalf of each Party to the other Party, including without limitation all information relating to the operations, processes, plans, intentions, products, know-how, designs, technical data, instructions, trade secrets, research and development, inventions, software, market opportunities, financial conditions, business affairs, strategic partners, distributors, employees, suppliers, and customers of the Supplier; To be considered confidential, the Confidential Information must be (a) marked “confidential”, “proprietary” or other similar marking at the time of disclosure or (b) taking into account the nature of the information and circumstances pertaining to its disclosure, ought reasonably to be regarded as confidential information;
Force Majeure	Shall have the meaning ascribed in Clause 10.5;
Intellectual Property	All intellectual property rights, whether registered or not, including pending applications for registration of such rights and the right to apply for registration or extension of such rights, including any ideas, inventions, patents, copyright, registered designs, registered or unregistered trade marks, trading names, company names, service marks, logos, the get-up of products and packaging, internet domain names, social media user names, rights in know-how, goodwill and any other industrial or intellectual property rights of the same or similar effect or nature as any of the foregoing anywhere in the world;
Inspection Notice	Shall have the meaning ascribed in Clause 8.1;
Invoice Value	The sums invoiced by the Supplier to the Distributor in respect of any Merchandise, less any value added tax (or other taxes, duties, or levies) and any amounts for transport or insurance included in the invoice;
Merchandise	The Supplier’s products and goods, whether in physical or digital form, and includes all accessories and such related products and services which may be marketed, promoted, and sold under the Trade Marks;
Recall Action	Shall have the meaning ascribed in Clause 8.3;
Trade Marks	The Supplier’s (and its respective licensors) proprietary trade marks, brands, logos, trade names, and such other trade marks and brands as may be used by the Supplier on or in relation to the Merchandise at any time during the term of this Agreement.

2.	APPOINTMENT OF DISTRIBUTOR
2.1	The Distributor shall be responsible to the Supplier for all acts and omissions of sub-distributors as though they were the acts and omissions of the Distributor, and any breach of this Agreement caused or contributed to by a sub-distributor shall be considered a breach by the Distributor.
2.2	The Distributor shall be entitled to describe itself as the Supplier’s "Authorised Distributor" or “Distributor” for the Merchandise but shall not (a) hold itself out as the Supplier’s agent for sales of the Merchandise or as being entitled to bind the Supplier in any way, (b) commit the Supplier to any contracts, (c) otherwise incur any liability for or on behalf of the Supplier or (d) give any condition or warranty on behalf of the Supplier. Distributor shall not, without the Supplier’s prior written consent, make any promises or guarantees about the Merchandise beyond those contained in the product literature supplied by the Supplier.
2.3	The Distributor shall not: (a) obtain the Merchandise for resale from any person, firm, or company other than the Supplier; (b) sell the Merchandise, either directly or indirectly, to any customer which is outside its own jurisdiction.
2.4	In the performance of its obligations under this Agreement, the Distributor undertakes that it shall comply with, and shall ensure that its sub-distributors shall comply with, all applicable international, national, federal, state and local laws, rules, and regulations; treaties, conventions, and governmental orders, directives and regulations; orders, decrees, judgments, and settlements of all courts, tribunals and arbitrators; privacy policies or statements; and all mandatory and voluntary industry standards; whether now existing or subsequent to the Effective Date including, as applicable and without limiting the generality of the foregoing, anti-bribery and anti-corruption laws; tax laws or regulations; export and import controls in each country, and laws, regulations, standards or self-regulatory guidance related to the collection, storage, and use of any data collected or derived by the Distributor or its sub-distributors.

ORDERING, PAYMENT AND DELIVERY
Supply of the Merchandise

3.1.

The Supplier shall from time to time provide to the Distributor a list of its inventory of Merchandise available for supply to the Distributor (“Product Release”), containing the relevant Merchandise information, including title and description, estimated size and weight of Merchandise and packaging, recommended retail price, whether the Merchandise is sold on an in-stock or pre-order basis, etc.

3.2.

Within ten (10) working days of a Product Release, or such other period as mutually agreed between the parties, the Distributor may place orders for the Merchandise in writing (including e-mails) (“Purchase Order”) to the Supplier, specifying the following information: (a) description of the Merchandise; (b) the quantity of Merchandise to be supplied, and; (c) precise instructions for labelling, packing, invoicing and shipping of the Merchandise.

3.3

Within five (5) working days upon receipt and confirmation of each Purchase Order, the Supplier shall then send a confirmation for all or part of the orders in writing (including e-mails) to the Distributor in return (“Sales Order”). The Distributor shall, within three (3) working days upon receipt of the Sales Order, provide to the Supplier its confirmation on the Sales Order in writing (“Accepted Sales Order”). In relation to the foregoing:

(a) if the Distributor fails to give any notice of objection to a Sales Order within the initial three (3) working days, the Distributor shall be deemed to have accepted the Sales Order and an Accepted Sales Order shall automatically be formed;

(b) any acceptance of the Distributor’s Purchase Orders shall be governed exclusively by the foregoing acceptance process and the terms and conditions of this Agreement. Any additional or different terms proposed by the Distributor in its Purchase Orders or otherwise are automatically rejected unless expressly agreed to in writing by the Supplier. No contract shall exist except as hereinabove provided;

(c) each Accepted Sales Order in relation to the Merchandise shall constitute a separate contract, and any default by the Supplier in relation to any one order shall not entitle the Distributor to treat this Agreement as terminated;

(d) the Supplier reserves the right to split a single Purchase Order into multiple Sales Orders, or to combine multiple Purchase Orders into a single Sales Orders, and each such Accepted Sales Order shall constitute a separate contract between the Distributor and the Supplier under this Agreement; and

(e) all Merchandise shall be supplied by the Supplier to the Distributor at the price as indicated in the Accepted Sales Order.

3.4.

The Distributor shall, in respect of each order for the Merchandise to be supplied hereunder, be responsible for:

(a) ensuring the accuracy of the Purchase Order;

(b) providing the Supplier with any information which is necessary in order to enable the Supplier to fulfil the order and to comply with all labelling, marketing and other applicable legal requirements in the Supplier’s jurisdiction;

(c) complying with all legal requirements from time to time in force relating to the storage, sale and distribution of the Merchandise, including all applicable packaging, labelling and marketing requirements; and

(d) obtaining any necessary licenses or other requisite documents, including without limitation, any licences or permits relating to the storage and distribution, import, and/or testing and registration of the Merchandise, and paying all applicable customs, duties and taxes in respect of the importation and delivery of the Merchandise into the Supplier’s jurisdiction and their resale in the Supplier’s jurisdiction.

3.5.

The Distributor acknowledges that the Merchandise may be sold on an in-stock basis, or a pre-order basis, and that any Product Release provided to the Distributor is not an indication that there is readily available stock for such Merchandise. Where the Merchandise is sold on an in-stock basis, subject always to the Distributor making the necessary payments in accordance with Clause 3.9 and 3.10, the Supplier shall provide the necessary shipping information in writing (including via e-mail) within ten (10) working days upon receipt of the Accepted Sales Order, and provide to the Distributor a date from which the Distributor may arrange for collection of the Merchandise from the designated location. For the avoidance of doubt, the Supplier shall use reasonable endeavours to meet any communicated delivery dates, but time of delivery shall not be of the essence and accordingly the Supplier shall have no liability to the Distributor, whether for breach, damages, or otherwise, if there is any delay in delivery.

3.6.

The Distributor may not otherwise modify or cancel any Accepted Sales Order, in whole or in part, without the Supplier’s prior written agreement.

3.7.

The Supplier shall ensure that each confirmed order of the Merchandise prepared for delivery to the Distributor (the “Shipment”) shall include the following documents: (a) commercial invoice for the Shipment, and; (b) original packing list for the Shipment. Any other documentation or certifications (e.g. health certificate, certificate of origin, airway or seaway bills) requested by the Distributor for the importation of the Shipment into the Supplier’s jurisdiction shall only be provided where prior written consent has been obtained from the Supplier.

3.8.

The Supplier shall not be under any obligation to continue the manufacture of all or any of the Merchandise and shall be entitled to make such alterations to the specifications of the Merchandise as it may think fit, provided always that the Supplier provides no less than thirty (30) days’ written notice of such alterations or discontinuance to the Distributor. Upon providing such notice the Supplier shall be entitled to discontinue the Merchandise or to require the Distributor to substitute for any of the Merchandise a new version of such Merchandise, and any new orders shall be for the new version of such Merchandise forthwith. The Distributor shall be entitled to continue selling any discontinued Merchandise that it may have in its inventory prior to such discontinuance.

Payment for the Merchandise

3.9

Unless otherwise agreed in writing between the Parties, all Merchandise to be supplied by the Supplier pursuant to this Agreement shall be sold on an EX WORKS basis. Accordingly, the Distributor shall be liable for arranging and paying all costs of transport of the Merchandise. The Supplier may, at the Distributor’s sole expense, provide such assistance as is reasonably requested by the Distributor in connection with arranging for the transportation of the Merchandise. Where the Supplier agrees in writing to arrange for transport as an agent for the Distributor, the Distributor shall reimburse the Supplier the full costs thereof, including without limitation, the costs of insurance coverage, transportation, loading and unloading, handling and storage, and all the applicable provisions of this Agreement shall apply with respect to the payment of such costs as they apply to payment for the Merchandise.

3.10

Unless otherwise agreed in writing between the Parties, payment for supply of the Merchandise shall be carried out in the following manner:

(a) in relation to Merchandise sold on an in-stock basis, unless a contrary intention appears from the Supplier’s invoice, full payment of the total Invoice Value in US Dollars (USD) shall be due immediately from the date of the Supplier’s invoice;

(b) in relation to Merchandise sold on a pre-order basis, unless a contrary intention appears from the Supplier’s invoice, the Distributor shall make payment to the Supplier in USD in the following tranches:
- (ii) the remaining fifty percent (50%) of the total Invoice Value of the Purchase Order to be paid immediately from the date of the Supplier’s second invoice, issued when the Supplier informs the Distributor that shipment or collection of the Shipment is ready.

(c) In relation to the foregoing, all bank (or other similar institutional) charges, fees and expenses incurred by the Distributor during payment shall be borne by the Distributor (charges or fees levied by the Supplier’s receiving bank excepted).

3.11

All deposits and payments made by the Distributor under this Agreement are non-refundable under any circumstances.

3.12

If the Distributor fails to make payment within the respective deadlines for payment, the Supplier shall be entitled, without further notice to the Distributor, and without prejudice to any other right or remedy it may have, to:

(a) impose interest payments on any such outstanding sums at the rate of 0.03% per day from the date on which such sums fall due until (and including) the date of actual payment;

(b) forfeit and retain any payments or deposits already received by the Supplier;

(c) terminate any Accepted Sales Order and cancel or suspend any further delivery to the Distributor under any Accepted Sales Order; and/or

(d) sell or otherwise dispose of any Shipments which are the subject of any Accepted Sales Order, whether or not appropriated thereto.

3.13

All prices for the Merchandise are exclusive of any applicable goods and services tax, sales tax and any other tax, charge, levy, or duty, for which the Distributor shall be additionally liable.

Title and Risk

3.14

Title to any Merchandise shall pass to the Distributor upon full payment for the order.

3.15

Risk of damage to, or loss of, the Merchandise shall pass to the Distributor at the time when the Shipment is made available at the designated location and/or facility for the Distributor’s collection. The Distributor shall further be responsible for obtaining the appropriate insurance coverage for the delivery.

3.16

The Distributor shall bear the responsibility and costs of replacing any damaged or expired stocks of Merchandise returned from trade.

MARKETING OF MERCHANDISE

4.1

The Distributorshall use best efforts to retail the Merchandise to its customers at a pricethat protects the market value of the Merchandise, but in any case, such price should not fall below the recommended retail price provided pursuant to Clause3.1, or as may be amended from time to timeby the Supplier.Any retail of the Merchandise below the recommended retail priceshallrequirethe Supplier’s prior approvalin writing

4.2

In connection with the promotionand marketing of the Merchandise, the Distributor shall:

(a)	Use only the sales and marketing information provided by theSupplier to developall marketing materials forthe sale and promotion of the Merchandise and at the request of the Supplier, provide to the Supplier all copies of such material including(without limiting the foregoing) sales aids,catalogues, sales brochures and sales manuals, as relate to the Merchandise;
(b)	mmediately cease the use or displayofany advertising promotional and selling materials deemedinappropriate by the Supplier, upon receipt of a request with reasonable explanationfrom the Supplier to doso;
(c)	Not participate nor permit any person to participate in any illegal, deceptive misleading or unethical practices or other practices whichmay be detrimental to the Merchandise or the Supplier,including disparagement of the Merchandise or the Supplier;and
(d)	Keep the Supplierinformed with regard to any problems encountered bycustomers andto consult with the Supplier with regard to such problems.

5.	TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS
5.1	The Supplier hereby grants the Distributor a non-exclusive, non-sub-licensable and non-transferable license to use the Trade Marks on or in relation to the Merchandise for the purposes only of exercising its rights and performing its obligations under this Agreement. Subject to the Supplier’s prior written consent, the Distributor may grant its affiliated company or its sub-distributors a sublicense to use the Trade Marks for the purpose of performance of this Agreement.
5.2	The Distributor shall not: (a) Without the Supplier’s prior written approval, make any modifications to the Merchandise or their packaging or to the sales brochures provided by the Supplier; (b) Alter, remove or tamper with any Trade Marks, numbers, or other means of identification used on or in relation to the Merchandise; (c) Use any of the Trade Marks in any way which might prejudice their distinctiveness or validity or the goodwill of the Supplier therein; (d) Use in relation to the Merchandise any trade marks other than the Trade Marks without obtaining the prior written consent of the Supplier; or (e) Use any trade marks or trade names so resembling any trademark or trade names of the Supplier as to be likely to cause confusion or deception.
5.3	Except as provided in Clause 5.1, the Distributor shall have no rights in respect of any trade names or Trade Marks used by the Supplier in relation to the Merchandise or of the goodwill associated therewith. The Distributor further acknowledges that, except as expressly provided in this Agreement, it shall not acquire any rights in respect thereof or make any applications for registration of the Trade Marks and that all such rights and goodwill are, and shall remain, vested in the Supplier. In the event that any rights in the Trade Marks or goodwill at any time accrue to the Distributor by operation of law or howsoever otherwise, the Distributor shall forthwith on demand do all such acts and things and execute all such documents as the Supplier shall deem necessary to vest such rights and goodwill absolutely in the Supplier and shall in the meantime hold the same on trust for the Supplier.
5.4	To the best of its knowledge, the Distributor shall promptly and fully notify the Supplier of any actual, threatened or suspected infringement or passing off of any Intellectual Property of the Supplier which comes to the Distributor’s notice, and of any claim by any third party so coming to its notice that the importation of the Merchandise into the Supplier’s jurisdiction, or their sale therein, infringes any rights of any other person, and the Distributor shall at the request and expense of the Supplier do all such things as may be reasonably required to assist the Supplier in taking or resisting any proceedings in relation to any such infringement or claim.

6.	CONFIDENTIALITY
6.1	Except as provided below, each Party shall at all times during the continuance of this Agreement and after its termination: (a) Use its best endeavors to keep all Confidential Information confidential and accordingly not to disclose any Confidential Information to any other person; and (b) Not use any Confidential Information for any purpose other than the performance of the obligations under this Agreement.
6.2	Any Confidential Information may be disclosed by a party to: (a) Any customers or prospective customers; (b) Any governmental or other authority or regulatory body; or (c) Any employees of that party or of any of the aforementioned persons, to such extent only as is necessary for the purposes contemplated by this Agreement, or as is required by law and subject in each case to the disclosing party using its best endeavors to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made.
6.3	Any Confidential Information may be used by a party for any purpose, or disclosed by that party to any other person, to the extent only that: (a) It is at the date hereof, or hereafter becomes, public knowledge through no fault of the disclosing Party; or (b) It can be shown by the disclosing Party, to the reasonable satisfaction of the non-disclosing Party, to have been known to it prior to its being disclosed by the disclosing Party to the non-disclosing Party.

7.	LIMITATION OF LIABILITY AND INDEMNITIES
7.1	To the fullest extent permitted by law, and except as otherwise specifically set forth in this agreement or as otherwise specifically set forth in the supplier’s terms of service (but only if such warranty is included with such merchandise), the supplier (and its officers, employees, parent, subsidiaries, and affiliates) disclaims all statutory and implied warranties, including without limitation, warranties of merchantability, quality and fitness for a particular purpose and warranties against hidden or latent defects. The distributor hereby agrees and acknowledges that the products as supplied hereunder by the group is provided on an “as is” or “as available”.
7.2	Notwithstanding anything to the contrary in this Agreement, the Supplier shall not, except in respect of death or personal injury caused by the Supplier, be liable to the Distributor by reason of any representation or implied warranty, condition or other term or any duty at common law, or under the express terms of this Agreement, for any loss of profit or any indirect, special or consequential loss or damage (whether occasioned by the Supplier or its employees or agents or otherwise) arising out of or in connection with any act or omission of the Supplier relating to the manufacture or supply of the Merchandise, their resale by the Distributor or their use by any customer.
7.3	The Supplier shall not be liable for any indirect, special, consequential, collateral, incidental or punitive damages including, without limitation, loss of business, revenue, profit, contracts, claims of third parties and all associated and incidental costs and expenses, whether or not the Supplier was or should have been aware of the possibility that such damage could occur, except to the extent that such liability cannot be excluded or limited under the applicable law.
7.4	The Distributor shall indemnify and hold harmless the Supplier against any and all claims, costs, proceedings, actions, losses, demands, liabilities, damages and expenses of any nature whatsoever, and legal costs and expenses on a full indemnity basis suffered or incurred by or made against the Supplier arising directly or indirectly out of or in connection with: (a) any neglect or default of the Distributor or any sub-distributor appointed by the Distributor, or their respective agents, employees, partners, or directors in connection with the provision of the services or with the business or operations of the Distributor or sub-distributor due to Distributor’s direct advice, recommendations, directions, or instructions; (b) any breach of this Agreement by the Distributor or any sub-distributor, and the Distributor or its sub-distributor(s) fails to remedy the breach (if capable of being remedied) within fourteen (14) days after the Supplier has given written notice of the breach; or (c) any other reason so long as such losses, damages, expense, liability, fees, or costs resulted from the Distributor’s or sub-distributor’s business or operations due to Distributor’s direct advice, recommendations, directions, or instructions, and was not due to any default of the Supplier.

8.	PRODUCT INSPECTIONS AND RECALLS
8.1	Initial Inspection Period: the Distributor shall notify the Supplier with the full particulars of any material damages and defects (including proof of damage, such as photos showing the damage) in relation to the Merchandise (“Inspection Notice”). In relation to the foregoing, the Supplier will only entertain any Inspection Notice: (a) for any alleged external or packaging defects, if such Inspection Notice is received by the Supplier within ten (10) business days from the Distributor’s receipt of the Shipment; and (b) for any alleged latent or hidden defects, if such Inspection Notice is received by the Supplier within three (3) months from the Distributor’s receipt of the Shipment.
8.2	Replacement Period: The Supplier shall investigate the claims set forth in the Inspection Notice, and shall be entitled to request for further evidence and/or proof in relation to the claims in the Inspection Notice, and if the Supplier is, in its sole and absolute discretion, fully satisfied as to the validity of the Distributor’s claims, it shall replace such affected Merchandise at its own cost. In the event that the Supplier is unable to replace such Merchandise, the Distributor shall be entitled to request a refund of the full purchase price of the Merchandise or to use the value of the Merchandise to offset any subsequent Accepted Sales Orders. For the avoidance of doubt, a “defect” for the purposes of this Clause 8 shall refer only to manufacturing defects and shall not include any damage or defects incurred during shipping or transportation of the Merchandise, or any damage or defects caused by a negligent or wrongful act or omission by the Distributor or its agents, provided always that the Supplier has complied strictly with the Distributor’s shipping and packing instructions, and any other legal requirements. This clause shall survive the termination of this Agreement.
8.3	The Supplier, after consultation with the Distributor, shall have the sole right, exercisable at its discretion, to initiate and direct the content and scope of a recall, market withdrawal, stock recovery, product correction and/or advisory safety communication (any one or more referred to as a "Recall Action") regarding any of the Merchandise. The Distributor shall take all actions necessary to implement such Recall Action in accordance with the Supplier's instructions and shall otherwise fully cooperate and take all such steps as are reasonably requested by the Supplier to implement the Recall Action in a timely and complete manner. The Supplier shall determine, in its discretion, the manner, text, and timing of any publicity to be given on such matters; provided, however, any publicity that involves the disclosure of the names of the Distributor shall require the prior written consent of the Distributor (such consent not to be unreasonably withheld). Any and all action to be taken in connection with a Recall Action shall be in accordance with all relevant laws and regulations. The Supplier shall bear the costs associated with any Recall Action unless such Recall Action has resulted from the Distributor's acts or omissions or breach of its warranties under this Agreement, in which case the Distributor shall bear the costs of such Recall Action.
8.4	Notwithstanding any other provision of this Agreement, where the Supplier is required to replace any Merchandise under Clause 8.2 of this Agreement, the Distributor may, if required by the Supplier, at the Supplier's own expense, arrange for the return and/or assist with the disposal of such damaged, defective, or non-conforming Merchandise, and the Distributor shall then warrant in writing and furnish evidence to the satisfaction of Parties that such undertaking has been unreservedly executed.

9.	TERMINATION
9.1	The Supplier may terminate this Agreement and any Accepted Sales Orders at any time with immediate effect by written notice to the other upon any of the following events: (a) if the Distributor commits a material breach of this Agreement and fails to rectify the same within thirty (30) days of being required by the Supplier to do so; (b) if any winding-up order, insolvency order, liquidation is made against or a receiver is appointed in respect of the assets of the Distributor; (c) if the Distributor ceases, or threatens to cease, to carry on business; (d) if any force majeure event (“Force Majeure”) described in Clause 10.5 takes place; (e) if the Distributor at any time challenges the validity of any Trademarks of the Supplier; (f) if the Distributor otherwise acts against the interest of the Supplier; (g) if the Distributor violates or threatens to violate any law, regulation, order or other statutory requirement; or (h) if the Distributor engages in any conduct which injures, harms, corrupts, demeans, defames, disparages, libels, slanders, destroys or diminishes in any way the reputation or goodwill of the Supplier or its licensors.
9.2	Any waiver by either party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision thereof. The rights to terminate this Agreement given by this Clause shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
9.3	Upon termination of this Agreement: (a) and upon the Supplier’s reasonable request, the Distributor shall, at the Supplier’s expense, within thirty (30) days send to the Supplier or otherwise dispose of in accordance with the directions of the Supplier all samples of the Merchandise and any advertising, promotional, or sales material relating to the Merchandise then in the possession of the Distributor, and where requested, provide to the Supplier written notice and evidence of such disposal; (b) and upon the Supplier’s reasonable request, the Distributor shall cease to promote, market, or advertise the Merchandise or to make any use of the Trade Marks other than for the purpose of selling the Distributor’s stock-in-hand; (c) outstanding unpaid invoices rendered by the Supplier in respect of the Merchandise shall become immediately payable by the Distributor and invoices in respect of Merchandise ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of the invoice; and (d) subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Agreement.
9.4	Termination of this Agreement shall not affect any provisions of this Agreement expressed to have effect after such termination nor shall it relieve a party hereto in breach of its obligations under this Agreement from its liability to damages for such breach.

10.	GENERAL
10.1	This Agreement and any Accepted Sales Orders constitute the entire agreement and understanding between the parties and supersedes all prior verbal or written agreements, understandings, and arrangements between them.
10.2	Nothing herein shall constitute any principal-and-agency, employment, joint venture, or partnership relationship between both parties.
10.3	Subject to the Supplier’s prior written consent (such consent not to be unreasonably withheld or delayed), the Distributor may not assign, sub-license, charge, or otherwise dispose of all or any part of its rights and obligations under this Agreement.
10.4	If any provision of these terms and conditions is held by any court of competent jurisdiction to be invalid or unenforceable, in whole or in part, the offending provision shall be deemed to be severed from this Agreement, and the remainder of the terms and conditions of this Agreement shall not be affected.
10.5	The Supplier shall not be liable for any delay, non-performance, or any other default in performance of the obligations hereunder due to the occurrence of any Force Majeure event, which includes prohibition of exportation or importation, war, riot, strike, civil disorder, civil commotion, fire, explosion, flood, typhoon, hurricane, tidal wave, earthquake, act of God, epidemic, pandemic, or contagious disease, health emergencies, government action, and any other causes beyond the reasonable control of the Supplier.
10.6	This Agreement shall be governed by and construed in accordance with the laws of Singapore, and any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore, and the language of the arbitration shall be in English.

STANDARD TERMS AND CONDITIONS OF SALE

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